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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): September 22, 2025
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.) |
| 1101
N. Keller Rd. |
|
|
| Suite
G |
|
|
| Orlando,
FL |
|
32810 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (407) 804-1000
(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 (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)) |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
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
September 22, 2025, the registrant, Laser Photonics Corporation (the “Company” or “Laser Photonics”), entered
into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”),
pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the “Offering”) (i) 1,098,902
shares (the “Shares”) of common stock of the Company, $0.001 par value (the “Common Stock”), (ii) series A warrants
to purchase up to 1,098,902 shares of Common Stock (the “Series A Warrants”) and (iii) series B warrants to purchase up to
1,098,902 shares of Common Stock (the “Series B Warrants” and, with the Series A Warrants, the “Common Warrants”
and, collectively with the Shares, and the Series B Warrants, the “Securities”) for a purchase price of $3.64 per share of
Common Stock and related Common Warrants, for a total aggregate gross proceeds of approximately $4 million. The Offering is expected
to close on September 29, 2025, subject to customary closing conditions.
The
Series A Warrants have an exercise price of $3.40 per share, are exercisable upon issuance (the “Initial Exercise Date”),
and expire five years following the effective date of the registration statement to be filed in connection with the Offering.
The Series B Warrants have an exercise price of 3.40 per share, are exercisable commencing on the Initial Exercise Date and expire eighteen
months following the effective date of the registration statement to be filed in connection with the Offering. Under the terms of the Common Warrants, the Investors may not exercise the warrants
to the extent such exercise would cause the Investor, together with its affiliates and attribution parties, to beneficially own a number
of shares of common stock which would exceed 4.99% (or, at such Investor’s option upon issuance, 9.99%), of the Company’s
then outstanding Common Stock following such exercise, excluding for purposes of such determination shares of Common Stock issuable upon
exercise of such warrants which have not been exercised.
The
Purchase Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The Purchase Agreement also provides that, subject to certain exceptions, until 15 days after the effective date of the registration
statement to be filed in connection with Offering, neither the Company nor any of its subsidiaries will issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or file a registration
statement other than one in connection with the Offering. The Purchase Agreement also provides that, subject to certain exceptions, for
a period of one year following the effective date of the registration statement to be filed in connection with Offering, the Company
will be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Common
Stock or Common Stock equivalents (or a combination of units thereof) involving a variable rate transaction, which generally includes
any transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable
for, or include the right to receive additional shares of common stock either (A) at a conversion price or exchange rate that is based
upon and/or varies with the trading prices of or quotations for the shares of common stock at any time after the initial issuance of
such securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial
issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the
business of the Company or the market for the common stock or (ii) enters into any agreement, whereby the Company may issue securities
at a future determined price (including but not limited to, certain “at-the-market offerings” as described more fully in
the Purchase Agreement).
As
part of the Offering, the Company entered into a Registration Rights Agreement, dated September 22, 2025, with the Investors, pursuant
to which the Company agreed to register the resale of the shares of Common Stock sold in the Offering and the shares of Common Stock
issuable upon exercise of the Common Warrants. The Company will use its commercially reasonable best efforts to file the registration
statement by the 15th calendar day after the date of the Registration Rights Agreement and cause the registration statement
to be declared effective within 45 days of September 22, 2025 (or 75 days in the event the registration statement is reviewed in “full”).
If the Company fails to meet the specified filing deadlines or keep the registration statement effective, subject to certain permitted
exceptions, the terms of the Registration Rights Agreement provide that the Company will be required to pay certain liquidated damages
to the Investor. The Company also agreed, among other things, to indemnify the Investors under the registration statement from certain
liabilities and to pay all fees and expenses incident to the Company’s performance of or compliance with the Registration Rights
Agreement.
The
Offering of the Securities, including any shares of Common Stock issuable thereunder, was not registered under the Securities Act of
1933, as amended (the “Securities Act”) and the Securities were offered and sold pursuant to the exemption provided in Section
4(a)(2) under the Securities Act.
H.C.
Wainwright & Co., LLC acted as the exclusive placement agent for the issuance and sale of the Securities. The Company has agreed
to pay up to an aggregate cash fee equal to 7.0% of the gross proceeds received by the Company from the Offering. The Company also agreed
to pay Wainwright up to $75,000 for fees and expenses of legal counsel and other out-of-pocket expenses. The Company also agreed to issue
to Wainwright, or its designees, unregistered warrants to purchase up to 7.0% of the aggregate number of the Shares sold to the Investors
(or warrants to purchase up to 76,923 shares of Common Stock) at an exercise price per share of $4.55, which will be exercisable
commencing on the Stockholder Approval Date and a have term of five years after effective date of the registration statement to be filed in connection with this Offering (the “Placement
Agent Warrant”). The Placement Agent Warrant and the shares of Common Stock issuable upon exercise thereof, will be issued in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering
and in reliance on similar exemptions under applicable state laws.
The
foregoing descriptions of the Series A Warrants, the Series B Warrants, the Placement Agent Warrants, the Purchase Agreement and the
Registration Rights Agreement 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, 4.3, 10.1 and 10.2, hereto, respectively, 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
September 26, 2025, the Company issued a press release regarding the pricing of the Offering. A copy of the press release is attached
Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are filed herewith or incorporated herein by reference:
| Exhibit
No. |
|
Description. |
| 4.1 |
|
Form of Series A Warrant. |
| 4.2 |
|
Form of Series B Warrant. |
| 4.3 |
|
Form of Placement Agent Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement. |
| 10.2 |
|
Form of Registration Rights Agreement. |
| 99.1 |
|
Press Release issued September 26, 2025. |
| 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:
September 26, 2025 |
Laser
Photonics Corporation |
| |
|
|
| |
By: |
/s/
Wayne Tupuola |
| |
|
Wayne
Tupuola |
| |
|
President
and CEO |
