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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 12, 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 12, 2025, the registrant, Laser Photonics Corporation (the “Company” or “Laser Photonics”),
entered into a Note Purchase Agreement (the “NPA”) with four holders pursuant to which it issued to such holders certain
unsecured promissory notes (the “Notes”). The Notes are (i) in the total principal
amount of $2,111,111.12 with an Original Issuance Discount (“OID”) equal to 10% that resulted in the Company receiving net
proceeds of $1,129,400 following deductions for expenses, including an 8% placement agency fee and 1% non-accountable allowance paid
to RBW Capital Partners LLC (“RBW”), a division of Dawson James Securities, Inc., under the terms of a Placement Agency Agreement
dated September 5, 2025, between the Company and RBW, and repayment of principal and accrued and unpaid interest of $509,600 owed
to Hudson Global Ventures, LLC (“Hudson Global”) under a convertible note in the principal amount of $455,000 issued under
the term of a Securities Purchase Agreement dated August 27, 2025, (ii) due the earlier of three (3) months from the dates of
the Notes which are all September 12, 2025, or in the event of a prior subsequent financing by the Company, the Notes
at the option of the holder must be repaid in full or, if applicable, are exchangeable into the consideration in the subsequent
offering, (iii) subject to a payment in the event of a default of 120% of the unpaid principal amount, accrued interest and all other
amounts owing under the Notes, which amount increases by 5% every 30 days following the date of the event of default until the
Notes are paid in full (the “Mandatory Default Amount”) and (iv) limited to prepayment only upon a change of control
of the Company subject to payment of the Mandatory Default Amount.
Under
the terms of the NPA, the Company (i) is prohibited from issuing any debt, convertible debt or sale of equity greater than $50,000 until
the Notes have been satisfied in full other than for Exempted Scurities that include securities issued by the Company to Hudson Global
or an affiliate of up to $1,500,000 or to Agile Capital Funding, LLC, Agile Lending, LLC, or an affiliate thereof of up to $2,500,000
,(ii) shall, on or after October 5, 2025, but in no event later than October 17, 2025, consummate a PIPE transaction or transactions
providing for the issuance of its common stock, instruments convertible into common stock or the issuance of debt, including any subordinated
debt or convertible debt, with RBW serving as exclusive placement agent in connection with any such transaction or transactions and (iii)
until the earlier of the date the Notes are repaid in full or otherwise satisfied or 18 months after the closing date of the Note
financing with RBW, in the event that the Company proposes to offer or sell any equity or securities convertible into equity (“New
Securities”), the Company must offer to the investors funding the Notes the opportunity to purchase up to 10% of such New
Securities on a pro rata basis.
The
foregoing description of the NPA and the Notes are qualified in their entirety by reference to the full text of those agreements,
a copy of each of which is filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein
by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Note Purchase Agreement |
| 10.2 |
|
Form of Note Issued by Laser Photonics Corporation |
| 104 |
|
Cover
Page Interactive Data File |
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 18, 2025 |
Laser Photonics Corporation |
| |
|
|
| |
By: |
/s/
Wayne Tupuola |
| |
|
Wayne
Tupuola |
| |
|
President
and CEO |
