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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 26, 2026
Laser
Photonics Corporation
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41515 |
|
84-3628771 |
| (State
of other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 250
Technology Park |
|
|
| Lake
Mary, FL |
|
32746 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (407) 804-1000
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
LASE |
|
The
NASDAQ Stock Market LLC |
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
April 26, 2026, the registrant (“Laser Photonics” or the “Company”) entered into a warrant inducement
agreement with the holders of existing Series A-1 and Series A-2 warrants to purchase up to 5,715,085 shares of the Company’s
common stock (the “Existing Warrants”) at an original exercise price of $0.70 per share as set forth in the Company’s
S-1 registration statement (Registration No. 333-292932) declared effective on February 6, 2026. The Company has offered as an inducement
to these warrant holders for exercising the Existing Warrants in cash new unregistered Series A-5 warrants to purchase up to 4,742,860
shares of common stock and new unregistered Series A-6 warrants to purchase up to 6,687,310 shares of common stock. The new warrants
will have an exercise price of $0.975 per share and will be exercisable beginning on the effective date of stockholder approval of the
issuance of the shares issuable upon exercise of the new warrants. (the “Initial Exercise Date”) The Series A-5 new
warrants will expire five years after the later of (i) the date of stockholder approval and (ii) the effective date of the Resale Registration
Statement (as defined below) and the Series A-6 new warrants will expire 24 months after the later of (x) the date of stockholder approval
and (y) the effective date of the Resale Registration Statement.
.
The
Company faces a cash penalty as provided in the warrant inducement agreement for a failure to meet the required dates for filing the
S-1 registration statement and it being declared effective by the SEC as discussed below. The number of Series A-1 warrants and
Series A-2 warrants to be exercised for cash are subject to beneficial ownership limitations of either 4.99% or 9.99% at the election
of the Series A-1 and Series A-2 warrant holders. To the extent that the beneficial ownership limitations apply, the balance
of any issuance of free trading shares of the Company’s common stock will be held in abeyance until notice from the warrant holder
that the balance (or portion thereof) may be issued in compliance with such beneficial ownership limitations, and those underlying shares
of the Company’s common stock will be treated as having been prepaid, including the cash payment in full of the exercise price.
H.C.
Wainwright & Co., LLC (“Wainwright”) served as exclusive placement agent for this transaction. Under the terms of its
August 21, 2025, engagement agreement with the Company as amended on February 13, 2026, Wainwright has received a cash fee of 7.0% of
the funds raised through the warrant inducement agreement and a placement agent warrant to Wainwright or its designees to purchase up
to 400,056 shares of the Company’s common stock (equal to 7.0% of the Company’s shares of common stock issued upon exercise
of the Existing Warrants) exercisable on or after the Initial Exercise Date for five years after the later of (i) the Initial Exercise
Date and (ii) the Effective Date, at an exercise price of $0.875 per share, and reimbursement of Wainwright’s accountable expenses
of up to $75,000 and clearing expenses of $15,950.
Under
the terms of the warrant inducement agreement, the Company has received aggregate gross proceeds of $4,000,559.50 and must file a registration
statement within 30 days from the date of this agreement on Form S-1 to register the sale of the 11,430,170 shares of common stock underlying
the Series A-5 and Series A-6 warrants and either 60 days or 90 days for the S-1 registration statement to be declared effective depending
on whether it is reviewed or not by the SEC. In addition, the Company is prohibited (i) for 30 days from the closing of the warrant inducement
agreement from issuing, entering into any agreement to issue or announce the issuance or proposed issuance of any shares of its common
stock or common stock equivalents or filing any registration statement or any amendment or supplement to any existing registration statement,
with certain exceptions, and (ii) for 12 months from the closing of the warrant inducement agreement from entering into any variable
rate transaction, subject to an exception.
The
foregoing descriptions of the warrant inducement agreement, Series A-5 warrants and the Series A-6 warrants do not purport to be complete
and are qualified in their entirety by reference to the full text of the agreements, forms of which are attached as Exhibits 4.1, 4.2
and 10.1 hereto, and incorporated herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.
Item
7.01 Regulation FD Disclosures.
On
April 29, 2026,
the Company issued a press release regarding the closing terms of the warrant inducement transaction described in Item 1.01 of this Current
Report on Form 8-K under which Laser Photonics received approximately $4 million prior to its payment of any fees and offering expenses
in connection with this financing. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| |
Exhibits |
|
| |
|
|
| |
4.1 |
Form of Series A-5 Warrant |
| |
|
|
| |
4.2 |
Form of Series A-6 Warrant |
| |
|
|
| |
10.1 |
Form
of Warrant Inducement Agreement dated April 26, 2026, between Laser Photonics Corporation and the Series A-5 warrant
holders and Series A-6 warrant holders |
| |
|
|
| |
99.1 |
Press
Release issued April 29, 2026 |
| |
|
|
| |
104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| Date:
April 29, 2026 |
Laser
Photonics Corporation |
| |
|
|
| |
By: |
/s/
Wayne Tupuola |
| |
|
Wayne
Tupuola |
| |
|
President
and CEO |
EXHIBIT 99.1
Laser
Photonics Announces Closing of Exercise of Warrants for $4 Million Gross Proceeds
ORLANDO,
FLORIDA / April 29, 2026 / Laser Photonics Corporation (NASDAQ:LASE) (the “Company”), a global leader in laser systems
for industrial and defense applications, today announced the closing of its previously announced exercise of certain outstanding
warrants to purchase up to an aggregate of 5,715,085 shares of common stock of the Company originally issued in February 2026, having
an exercise price of $0.70 per share. The shares of common stock issuable upon exercise of the warrants are registered pursuant to an
effective registration statement on Form S-1 (No. 333-292932). The gross proceeds to the Company from the exercise of the warrants were approximately $4 million, prior to deducting placement agent fees and estimated offering expenses.
H.C.
Wainwright & Co. acted as the exclusive placement agent for the offering.
In
consideration for the immediate exercise of the warrants for cash, the Company issued new unregistered Series A-5 warrants
to purchase up to 4,742,860 shares of common stock and new unregistered Series A-6 warrants to purchase up to 6,687,310 shares of common
stock. The new warrants have an exercise price of $0.975 per share and will be exercisable beginning on the effective date of stockholder
approval of the issuance of the shares issuable upon exercise of the new warrants. The Series A-5 new warrants will expire five years
after the later of (i) the date of stockholder approval and (ii) the effective date of the Resale Registration Statement (as defined
below) and the Series A-6 new warrants will expire twenty-four months after the later of (x) the date of stockholder approval and (y)
the effective date of the Resale Registration Statement.
The Company intends
to use the net proceeds from the offering for working capital and general corporate purposes.
The
new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements
of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their
exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the
Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The Company has
agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the
new warrants (the “Resale Registration Statement”).
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
About
Laser Photonics Corporation
Laser
Photonics Corporation (NASDAQ:LASE) is a global leader in laser systems for industrial and defense applications. The Company develops
and manufactures advanced laser technologies used in cleaning, surface preparation, and precision material processing across demanding
operating environments. Laser Photonics serves a broad range of end markets, including defense and government, aerospace, energy, maritime,
automotive, and advanced manufacturing. Through a combination of internal development, strategic acquisitions, and partnerships, the
Company continues to expand its product portfolio and address new applications where performance, efficiency, and environmental considerations
are critical. For more information, please visit https://laserphotonics.com.
Cautionary
Note Concerning Forward-Looking Statements
This
press release contains forward-looking statements within the meaning of applicable securities laws, including statements regarding the
receipt of stockholder approval
and the intended use of net proceeds from the offering. These statements are based on current expectations as of the date of this press
release and involve a number of risks and uncertainties, which may cause results and uses of proceeds to differ materially from those
indicated by these forward-looking statements. These risks include, without limitation, those described under the caption “Risk
Factors” in our Form 10-K for the fiscal year ended December 31, 2025. Any reader of this press release is cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no
obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release
except as required by applicable laws or regulations.
Investor
Relations Contact:
Lucas
A. Zimmerman & Ian Scargill
MZ
Group – MZ North America
(262)
357-2918
LASE@mzgroup.us
www.mzgroup.us
