Laser Photonics names Dmitri Nikitin executive chairman
Nikitin’s agreement provides for a 2,000,000-share award with conditional vesting; ICT and affiliates own approximately 19% of LASE’s outstanding common stock.
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Rhea-AI Filing Summary
Laser Photonics Corporation appointed founder Dmitri Nikitin as Executive Chairman on October 12, 2026, and he assumed the principal executive officer responsibilities previously held by CEO Wayne Tupuola. Tupuola’s resignation as CEO and director took effect October 13; the company said it was for personal reasons and not a disagreement. Ann Tewari’s interim presidency ended October 13, and she returned to Vice President, Operations.
Nikitin’s employment agreement, effective October 12, provides annual base salary of $400,000 and an award of 2,000,000 common shares as soon as reasonably practicable. Half the award vests on the grant date and the remainder ratably on the first two anniversaries, subject to continued employment. He also receives a $1,850 monthly car allowance. ICT and its affiliates own approximately 19% of outstanding common stock. As of September 30, 2026, accounts payable due to ICT and its affiliates was $310,814; $50,615 of accrued loan interest remained unpaid after loan principal was repaid.
Filing Explained
The agreement makes severance conditional, but provides a year of salary and COBRA coverage plus accelerated vesting if specified termination conditions occur.
The
The filing also discloses arrangements with ICT affiliates: the company pays FTI a monthly service fee of
The company says it anticipates entering into a consulting agreement with former CEO Wayne Tupuola and will summarize its terms in a subsequent filing.
8-K Event Classification
Key Figures
Key Terms
Good Reason regulatory
Section 409A regulatory
Accrued Compensation financial
ratably financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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:
| 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:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Chairman of the Board of Directors
On October 12, 2026, the Board of Directors (the “Board”) of Laser Photonics Corporation (the “Company”) appointed Dmitri Nikitin as a member of the Board and to serve as the Executive Chairman of the Board. In this role, Mr. Nikitin has been appointed, and will assume the duties of, principal executive officer of the Company.
On October 16, 2026, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Nikitin. The Employment Agreement is effective as of October 12, 2026 (the “Effective Date”). The term of the Employment Agreement commences on the Effective Date and expires on the third anniversary of the Effective Date, unless terminated sooner or extended as provided in the Employment Agreement.
Mr. Nikitin will receive an annual base salary of $400,000, subject to annual review by the independent members of the Board and which may be increased but not decreased based on performance as determined by the Board in its sole discretion. As soon as reasonably practicable following the Effective Date, Mr. Nikitin will be awarded an equity award equal to two million (2,000,000) shares of the Company’s common stock under the Company’s 2019 Stock Incentive Plan of which fifty percent (50%) shall vest on the date of grant and the remaining fifty percent (50%) shall vest ratably upon the first two (2) anniversaries of the Effective Date, subject to Mr. Nikitin’s continued employment through each applicable vesting date unless otherwise specified in the Employment Agreement. Mr. Nikitin will also be entitled to a car allowance of $1,850 per month, six (6) weeks of paid time off per year, and participation in the Company’s employee benefit plans available to other senior executives.
If Mr. Nikitin’s employment is terminated by the Company without Cause, due to death or disability or resignation by Mr. Nikitin for Good Reason (each as defined in the Employment Agreement), subject to his execution and non-revocation of a general release of claims, Mr. Nikitin (or Mr. Nikitin’s legal representatives, as applicable) shall be entitled to receive: (i) accrued and unpaid base salary, accrued and unpaid paid time off, and other accrued and vested amounts and benefits (the “Accrued Compensation”); (ii) acceleration of vesting of any unvested portion of the equity award as of the termination date; (iii) a cash amount equal to twelve (12) months of his base salary, payable over the twelve (12)-month period following termination; and (iv) Company reimbursement of COBRA premiums for such twelve (12)-month period (or until he becomes eligible for comparable coverage under a subsequent employer’s plan, if earlier). If such termination occurs without Good Reason or by the Company for Cause, Mr. Nikitin is entitled to receive only the Accrued Compensation.
The Employment Agreement also contains twelve (12) month non-competition, twelve (12) month non-solicitation, five (5) year confidentiality, perpetual non-disparagement, cooperation, and other customary restrictive covenant and indemnification provisions. Payments under the Employment Agreement are subject to Section 409A of the Internal Revenue Code.
Dmitri Nikitin brings more than 35 years of experience in laser technology innovation. He holds an engineering degree in industrial electronics and quantum mechanics from Moscow Power Engineering University and a PHD in Ministry of Electronics of USSR. His product innovation and executive leadership across multinational companies include the development of laser platforms for marking, cutting, welding, glass separation, flat panel display processing, wafer processing, semiconductor processing and industrial manufacturing. His engineering leadership at the Institute of Precise Technologies in the former Soviet Union helped create new laser applications for components used in the space program. Mr. Nikitin’s inventions include patented methods for splitting precision glass with zero curve loss. He co-developed the world’s first high-power fiber laser cutting system for IPG Photonics. Mr. Nikitin developed a mobile fiber-laser platform for military mine-clearing applications, the first of its kind. He is a named inventor on three patent applications in 2026 relating to Bulk-to-Shape technology. For the past five years, Mr. Nikitin has served as the Chairman of ICT Investments (“ICT”), a private investment firm, and the CEO of Fonon Technologies, Inc. (“FTI”).
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There are no arrangements or understandings between Mr. Nikitin and any other persons pursuant to which he was selected as a director and Executive Chairman of the Company, and Mr. Nikitin has no family relationships with any director or executive officer of the Company. Mr. Niktin serves as the Managing Partner of ICT. ICT, together with its affiliates Fonon Drone Shield Solutions, Inc. (“FDSS”), Fonon Quantum Technologies, Inc. and FTI, owns approximately 19% of the Company’s outstanding Common Stock. ICT provides the Company accounting and various management services on an as-needed basis. During the nine months ended September 30, 2026, and 2025, the Company incurred approximately $33,575 and $53,640, respectively, for such services. Mr. Nikitin has personally guaranteed certain corporate credit card obligations of the Company. During the nine months ended September 30, 2026, and 2025, the Company paid him guaranty fees of approximately $10,197 and $39,903, respectively. The guaranty remained in place at September 30, 2026. Accounts payable due to ICT and its affiliates as of September 30, 2026, and December 31, 2025, were $310,814 and $349,461, respectively. On April 3, 2025, April 16, 2025, June 20, 2025, July 8, 2025, and July 12, 2025, the Company received from ICT unsecured loans in the principal amount of $200,000, $400,000, $20,000, $101,000, and $30,000 respectively (the “ICT Loans”). The Company issued promissory notes, with interest at $20,000, $40,000, $2,000, $10,000, and $3,000, respectively, and a maturity date of May 31, 2025, June 30, 2025, August 30, 2025, September 8, 2025, and September 12, 2025, respectively. On September 12, 2025, the Company amended the promissory notes to include a default provision that upon default, the loans bear an annual interest rate of 10% and are due on demand. The unpaid principal balance of the ICT Loans as of December 31, 2025, was $751,000, and unpaid interest as of that date was $111,623. The outstanding principal of these promissory notes was repaid in full during the nine months ended September 30, 2026, and $50,615 of accrued interest remained unpaid as of September 30, 2026. On January 1, 2020 the Company entered into an exclusive worldwide license agreement with ICT for its CleanTech laser-cleaning technology on a perpetual, royalty-free basis. On November 16, 2022, the Company entered into a services agreement with FTI, whereby FTI agreed to maintain its federal SAM registration on our behalf to facilitate military product manufacturing and to provide back-office transition services. In exchange, the Company pays FTI a monthly service fee of 6.5%. On October 18, 2023, the Company entered into an exclusive worldwide license agreement with FTI for its High-Power Turbo Piercing technology. Consideration comprised $350,000 in cash, 1,000,000 shares of Common Stock, and a 6.5% running royalty on future applicable revenues. On May 21, 2024, the Company entered into an exclusive worldwide license with FDSS for a portfolio of laser-material-processing technologies used in the Company’s anti-drone laser platform and semiconductor products. Consideration comprised 3,000,000 shares of Common Stock and a 6.5% running royalty on future applicable revenues.
The foregoing description of the Employment Agreement is not a complete description of the parties’ rights and obligations and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Resignation of Chief Executive Officer
On October 16, 2026, the Company announced that Wayne Tupuola, the Chief Executive Officer (“CEO”) of the Company, resigned from serving as the CEO of the Company, effective as of October 13, 2026. In connection with his resignation, Mr. Tupuola also resigned as a director on the Board, effective as of October 13, 2026. Mr. Tupuola resigned for personal reasons and his resignation is not the result of any disagreement with the Company regarding any financial, accounting, or other matters. The Company thanks Mr. Tupuola for his years of service to the Company. The Company anticipates entering into a consulting agreement with Mr. Tupuola and will summarize its terms in a subsequent Current Report on Form 8-K.
Interim President
On October 13, 2026, the Board also ceased Ann Tewari’s service as Interim President of the Company and approved her return to her prior position as Vice President, Operations of the Company. The Company thanks Ms. Tewari for her service as Interim President of the Company.
Item 7.01 - Regulation FD Requirements.
On October 16, 2026, the Company issued a press release announcing Mr. Nikitin’s appointment as Executive Chairman of the Company, Mr. Tupuola’s resignation as a director and Chief Executive Officer of the Company and Ms.Tewari’s return to her prior position as Vice President, Operations of the Company. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1+ | Employment Agreement, dated October 16, 2026, by and between Dmitri Nikitin and Laser Photonics Corporation | |
| 99.1 | Press release dated October 16, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
+ Management or compensatory agreement or arrangement.
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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 hereunto duly authorized.
| Laser Photonics Corporation | ||
| Date: October 16, 2026 | By: | /s/ Dmitri Nikitin |
| Dmitri Nikitin | ||
| Executive Chairman | ||
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Exhibit 99.1
LASE Appoints Dmitri Nikitin Executive Chairman
ORLANDO, Fla., October 16, 2026 — Laser Photonics Corporation (NASDAQ: LASE), an emerging directed energy and laser technology platform developing applications for defense, semiconductor, pharmaceutical and industrial markets (the “Company”), today announced the appointment of Dmitri Nikitin, the Company’s founder, as Executive Chairman of the Board of Directors and principal executive officer responsible for leading the Company, with the authority and responsibilities customarily associated with the Chief Executive Officer role.
The appointment supports the Company’s strategy to build on its industrial laser business and expand into higher-value applications in defense and semiconductor markets. Dmitri Nikitin brings more than 35 years of experience in laser technology innovation. He holds an engineering degree in industrial electronics and quantum mechanics from Moscow Power Engineering University and a PHD in Ministry of Electronics of USSR.
His product innovation and executive leadership across multinational companies include the development of laser platforms for marking, cutting, welding, glass separation, flat panel display processing, wafer processing, semiconductor processing and industrial manufacturing. His engineering leadership at the Institute of Precise Technologies in the former Soviet Union helped create new laser applications for components used in the space program.
Mr. Nikitin’s inventions include patented methods for splitting precision glass with zero curve loss. He co-developed the world’s first high-power fiber laser cutting system for IPG Photonics. Mr. Nikitin developed a mobile fiber-laser platform for military mine-clearing applications, the first of its kind. He is a named inventor on three patent applications in 2026 relating to Bulk-to-Shape technology.
Mr. Nikitin’s initial priorities will include advancing the Company’s Laser Shield Anti-Drone (“LSAD”) platform, strengthening its engineering capabilities, developing a disciplined marketing and sales organization, and seamlessly integrating the Company’s previous acquisitions and multiple product lines into one coherent organization.
Dmitri Nikitin said, “We see an opportunity to apply our laser technology experience to solving two important challenges: defending against emerging drone threats with affordable, and easily deployable directed energy laser systems and, modernizing the U.S. military’s domestic manufacturing capacity with our existing industrial laser platforms.”
Commenting on his appointment, Qing Lu, Chair of the Company’s Audit Committee, said, “We are pleased Mr. Nikitin accepted our proposal to step in and lead our enterprise. His experience developing and scaling applications for large international markets is exactly what our organization needs for the future.”
Mr. Nikitin will assume the principal executive officer responsibilities previously held by Wayne Tupuola, who resigned as Chief Executive Officer for medical reasons effective October 13, 2026. Mr. Nikitin will perform these responsibilities as Executive Chairman, and the Company does not currently intend to appoint a separate Chief Executive Officer. Ann Tewari’s service as interim President concluded on October 13, 2026, and she returned to her previous position as Global Vice President, Operations and Strategy.
Companies led by Mr. Nikitin have won numerous honors, including Laser Photonics’ IEN Best Brands Award and William C. Schwartz Industry Innovation Award from the Metro Orlando Economic Development Commission. Other honors include Florida’s Governor’s Business Diversification Award in the Green-to-Gold category.
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About Laser Photonics Corporation
Laser Photonics Corporation (NASDAQ: LASE) is an emerging defense and directed energy technology platform focused on developing laser applications to address defense and security needs and applying its core industrial laser products to help modernize the domestic manufacturing infrastructure required to support U.S. national security.
The Company develops laser platforms for four principal markets: defense, semiconductor, pharmaceutical and industrial. Through internal development, strategic acquisitions and partnerships, LASE intends to expand its technology portfolio, strengthen its advanced manufacturing capabilities, scale the enterprise profitably and build shareholder value.
Cautionary Note Concerning Forward-Looking Statements
Readers are cautioned that the statements contained in this press release concerning the Company’s strategy, development and commercialization of defense and other laser applications, potential acquisitions and partnerships, and plans to expand its product portfolio and manufacturing capabilities are “forward-looking statements” as defined by the “safe harbor” provisions in the Private Securities Litigation Reform Act of 1995. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included or incorporated in this press release are forward-looking statements. Words such as “expect,” “anticipate,” “should,” “believe,” “target,” “may,” “will,” “could,” “intend,” “shall,” “would,” “approximately,” “likely,” “outlook,” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are not guarantees of future performance, conditions or results. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control.
These factors and circumstances include, but are not limited to the risks and uncertainties described in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and those indicated from time to time in other documents filed or to be filed with the Securities and Exchange Commission by the Company. The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. If underlying assumptions to forward-looking statements prove inaccurate, or if known or unknown risks or uncertainties materialize, actual results could vary materially from those anticipated, estimated, or projected. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Persons reading this press release are cautioned not to place undue reliance on forward-looking statements.
Investor Relations Contact
Lucas A. Zimmerman & Ian Scargill
MZ Group – MZ North America
(262) 357-2918
LASE@mzgroup.us
Company Investor Relations
InvestorRelations@laserphotonics.com
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