Nuburu, Inc. has entered into a binding term sheet to acquire all ownership interests in Lyocon S.r.l., an Italian company specializing in advanced laser sources, precision optical systems, and customized laser platforms. The agreement includes an upfront cash payment of $500,000 and $1,500,000 in the form of a convertible promissory note, which may be converted into Nuburu common stock or paid in cash under certain conditions. The total consideration is subject to adjustment based on due diligence, but will not fall below $1,500,000. Additionally, up to $1,000,000 in earnout payments may be made over five years if Lyocon achieves specified milestones. Closing is expected on or before December 31, 2025, pending completion of due diligence and final agreements. After closing, Lyocon will be managed by a board with representation from both Nuburu and the sellers, who will also take on management and advisory roles within the company and may participate in an equity incentive plan.