false
0001807887
0001807887
2026-10-15
2026-10-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 15, 2026
Laser
Photonics Corporation
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41515 |
|
84-3628771 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
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
Not
Applicable
(Former
name or former address, if changed since last report)
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.01 |
|
LASE |
|
The
Nasdaq Capital Market |
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).
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 20, 2026, Laser Photonics Corporation (the “Company”) announced that it’s the Board of Directors (the “Board”)
appointed Timothy A. Peterman, age 59, to serve, on a permanent basis, as the Company’s Chief Financial Officer and Secretary,
effective as of October 6, 2026 . Immediately prior to such time, Mr. Peterman had been serving as the Company’s Acting Chief Financial
Officer since September 8, 2026 (the “Effective Date”), as previously disclosed in the Company’s Form 8-K filed with
the Securities and Exchange Commission (“SEC”) on the Effective Date. In his permanent role, Mr. Peterman will continue to
be designated as the Company’s principal financial officer and principal accounting officer.
On
October 15, 2026, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Peterman. 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.
Peterman will receive an annual base salary of $300,000, subject to annual review by the independent members of the Board. For fiscal
year 2026, Mr. Peterman is eligible to receive a discretionary bonus prorated based on the number of days elapsed from the Effective
Date through December 31, 2026, subject to performance criteria to be determined by the Board in its discretion. Starting with fiscal
year 2027, Mr. Peterman may be eligible to receive a discretionary annual bonus based on a maximum full-year bonus opportunity of sixty
percent (60%) of his base salary for the applicable fiscal year, subject to the satisfaction of annual performance targets approved by
the Board. As soon as reasonably practicable following the Effective Date, Mr. Peterman will be awarded restricted stock units and performance
stock units under the Company’s 2019 Stock Incentive Plan with a value equal to eighty percent (80%) of his then-current base salary,
subject to a three (3)-year vesting period as set forth in the applicable award agreement. The Company will pay Mr. Peterman a one-time
relocation payment of $80,000, subject to repayment on a declining scale (100% if termination occurs prior to the first anniversary of
the Effective Date, 50% if termination occurs on or after the first anniversary but prior to the second anniversary of the Effective
Date and 25% if such termination occurs on or after the second anniversary but prior to the third anniversary of the Effective Date)
if Mr. Peterman resigns without Good Reason or is terminated for Cause (each as defined in the Employment Agreement) prior to the third
anniversary of the Effective Date. Mr. Peterman will also be entitled to a car allowance of $800 per month, four (4) weeks of paid time
off per year, and participation in the Company’s employee benefit plans available to other senior executives.
If
Mr. Peterman’s employment is terminated by the Company without Cause (and not due to death or disability) or by Mr. Peterman for
Good Reason, in each case on or after the first anniversary of the Effective Date, subject to his execution and non-revocation of a general
release of claims, Mr. Peterman is 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) a cash amount equal to nine (9) months of his
base salary, payable over the twelve (12)-month period following termination; (iii) 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);
and (iv) any annual bonus earned but unpaid for a completed fiscal year prior to termination, based on actual performance. If such termination
occurs prior to the first anniversary of the Effective Date, Mr. Peterman is entitled to receive only the Accrued Compensation. If Mr.
Peterman’s employment terminates due to death or disability, or is terminated by the Company for Cause, or Mr. Peterman resigns
without Good Reason, he (or his legal representatives) is entitled to receive only the Accrued Compensation (and, in the case of death
or disability, any annual bonus earned but unpaid for a completed fiscal year prior to termination).
The
Employment Agreement also contains nine (9) month non-competition, nine (9) month non-solicitation, five (5) year confidentiality, intellectual
property assignment, 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.
Mr.
Peterman brings more than three decades of experience in public-company capital markets, financial operations, SEC compliance and mergers
and acquisitions within the technology, media and telecommunications industries. He served as Chief Executive Officer of iMedia Brands,
a Nasdaq-listed media company, from May 2019 to August 2023, and served as Chief Financial Officer from March 2015 to April 2018. Mr.
Peterman previously held senior finance, operating and corporate development positions at publicly held media and technology companies,
including The E.W. Scripps Company and IAC/InterActiveCorp. He began his career at KPMG in Chicago in 1989. He holds a Bachelor of Science
in accounting from the University of Kentucky and is a certified public accountant with an inactive license.
There
are no arrangements or understandings between Mr. Peterman and any other persons pursuant to which he was designated as an officer of
the Company, and Mr. Peterman has no family relationships with any director or executive officer of the Company. In addition, Mr. Peterman
is not a party to any transaction with any related person required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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.
Item
7.01 - Regulation FD Requirements.
On
October 20, 2026, the Company issued a press release announcing, among other things, Mr. Peterman’s appointment as Chief Financial
Officer 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 15, 2026, by and between Timothy A. Peterman and Laser Photonics Corporation |
| 99.1 |
|
Press release dated October 20, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
+
Management or compensatory agreement or arrangement.
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 20, 2026 |
By: |
/s/
Dmitri Nikitin |
| |
|
Dmitri
Nikitin |
| |
|
Executive
Chairman |
Exhibit 99.1

LASE
Strengthens Financial Management and Corporate Governance
Appoints
Tim Peterman Chief Financial Officer
ORLANDO,
Fla., October 20, 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 Tim Peterman as Chief Financial Officer.
Mr.
Peterman’s appointment, together with the Company’s recent engagements of Sheppard, Mullin, Richter & Hampton LLP (“Sheppard”)
as outside securities counsel and CBIZ, Inc. to provide external financial reporting consulting services, supports the Company’s
recent efforts to establish clear financial accountability, strengthen reporting processes and build the governance framework needed
to support growth.
Dmitriy
Nikitin, Executive Chairman, said, “As we expand our technology portfolio and pursue new markets, we need to hire talented financial
leaders like Tim and partner with leading legal and accounting firms like Sheppard and CBIZ. We are strengthening our foundation as we
organize for growth.”
Mr.
Peterman brings more than three decades of experience in public-company capital markets, financial operations, SEC compliance and mergers
and acquisitions within the technology, media and telecommunications industries. He served as Chief Executive Officer of iMedia Brands,
a Nasdaq-listed media company, from May 2019 to August 2023, and served as Chief Financial Officer from March 2015 to April 2018.
Mr.
Peterman previously held senior finance, operating and corporate development positions at publicly held media and technology companies,
including The E.W. Scripps Company and IAC/InterActiveCorp. He began his career at KPMG in Chicago in 1989. He holds a Bachelor of Science
in accounting from the University of Kentucky and is a certified public accountant with an inactive license.
Sheppard
will advise the Company on securities law, SEC reporting obligations, corporate governance and capital markets matters.
CBIZ
will provide consulting services to help management adopt and maintain best practices in its external financial reporting processes and
within its internal control practices. These services will support management’s efforts to strengthen financial reporting controls,
improve documentation and promote consistent compliance with applicable accounting standards and SEC reporting requirements.
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 on 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 and development 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