Costly bridge notes for Laser Photonics (NASDAQ: LASE) financing

Rhea-AI Filing Summary

Laser Photonics Corporation entered into a short-term Note Purchase Agreement with four investors, issuing unsecured promissory notes with total principal of $2,111,111.12 and a 10% original issue discount. After paying an 8% placement fee, a 1% non-accountable allowance to RBW Capital Partners and repaying $509,600 of prior Hudson Global Ventures debt, the company received net cash proceeds of $1,129,400. The notes mature the earlier of three months from September 12, 2025 or a subsequent financing, when holders may require full repayment or exchange into the new deal. In a default, investors are entitled to 120% of unpaid principal, accrued interest and other amounts, increasing by 5% every 30 days, and prepayment is permitted only on a change of control on those default terms.

The agreement restricts new debt, convertible debt or equity issuances over $50,000, with specific exceptions for up to $1,500,000 to Hudson Global or affiliates and up to $2,500,000 to Agile entities. The company must complete a PIPE transaction with RBW as exclusive placement agent between October 5, 2025 and October 17, 2025. Until the notes are satisfied or for up to 18 months after closing, note investors have the right to purchase up to 10% of any future equity or equity-linked securities the company offers.

Insights

Credit and capital structure analyst

Laser Photonics secured costly, highly structured bridge notes with tight financing covenants.

Laser Photonics raised short-term funding by issuing unsecured notes with total principal of $2,111,111.12 on September 12, 2025, but net cash proceeds were only $1,129,400 after a 10% original issue discount, fees to RBW Capital Partners, and repayment of $509,600 owed to Hudson Global Ventures. The notes mature in three months or upon a subsequent financing, making this largely a bridge arrangement rather than longer-term capital.

The default structure is notably strict: holders are entitled to 120% of unpaid principal, accrued interest and other amounts upon default, with that multiple increasing by 5% every 30 days until paid. Prepayment is allowed only upon a change of control, and then at the same Mandatory Default Amount, which increases the economic cost of early exit.

Covenants significantly constrain the company’s capital-raising flexibility. It may not issue additional debt, convertible debt, or equity over $50,000 except for up to $1,500,000 with Hudson Global affiliates and up to $2,500,000 with specified Agile entities. The company is required to complete a PIPE transaction with RBW as exclusive placement agent between October 5, 2025 and October 17, 2025, and note investors receive the right to buy up to 10% of any future equity or equity-linked offerings until the notes are satisfied or for 18 months after closing. Actual impact will depend on execution of the mandated PIPE and the company’s ability to avoid default under these terms.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

FAQ

What financing agreement did Laser Photonics (LASE) enter on September 12, 2025?

On September 12, 2025, Laser Photonics Corporation entered into a Note Purchase Agreement with four investors, issuing unsecured promissory notes (the “Notes”) under a structured financing arranged by RBW Capital Partners.

How much capital did Laser Photonics raise through the new notes and how much cash did it receive?

The Notes have total principal of $2,111,111.12 with a 10% original issue discount. After fees and repaying $509,600 on a prior Hudson Global Ventures convertible note, the company received net cash proceeds of $1,129,400.

When do Laser Photonics new notes mature and what triggers earlier repayment?

The Notes are due the earlier of three months from their issuance date of September 12, 2025 or a subsequent financing by the company. In a subsequent financing, each holder may require full repayment or, if applicable, exchange into the consideration offered in that new transaction.

What are the default and prepayment terms of Laser Photonics notes?

Upon an event of default, holders are entitled to a Mandatory Default Amount equal to 120% of unpaid principal, accrued interest and all other amounts, increasing by 5% every 30 days after the default until paid. Prepayment is only permitted upon a change of control of the company and must be made at the Mandatory Default Amount.

What restrictions does the Note Purchase Agreement place on Laser Photonics future financings?

The company is generally prohibited from issuing additional debt, convertible debt or selling equity greater than $50,000 until the Notes are satisfied, except for Exempted Securities including up to $1,500,000 to Hudson Global or affiliates and up to $2,500,000 to certain Agile entities.

What PIPE transaction obligations and rights of first offer are included for Laser Photonics (LASE) note investors?

On or after October 5, 2025, but no later than October 17, 2025, the company must consummate a PIPE transaction or transactions with RBW as exclusive placement agent. Until the Notes are repaid or otherwise satisfied, or for 18 months after closing, investors who funded the Notes have the right to purchase up to 10% of any new equity or equity-linked securities the company proposes to sell.