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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 2, 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 2, 2025, the registrant, Laser Photonics Corporation (the “Company” or “Laser Photonics”),
entered into an agreement to exchange certain outstanding warrants issued in the August 2024 PIPE financing (the “Exchange
Agreement”). These warrants, which had an exercise price of $4.34 per share and included a full ratchet anti-dilution
provision, entitled holders to purchase up to an aggregate of 0.8 million shares of the Company’s common stock. In exchange
for relinquishing these warrants, the warrant holders will receive unrestricted shares of the Company’s common stock equal to
400% of the number of shares of the Company’s common stock issuable upon exercise of the warrants that for all warrant holders
results in an aggregate of 3.2 million unrestricted shares of the Company’s common stock. The Company also has agreed, subject
to customary exceptions, for a period of 30 days starting on September 3, 2025, not to issue any shares of its common stock
nor to file any registration statant or any amendment or supplement to any existing registration statement. The Company also
issued to the placement agent facilitating the Exchange Agreement or its designees warrants to purchase an aggregate of 56,000 shares
of its restricted common stock that are exercisable for five years at $5.0250 per share subject to customary adjustments, including for stock
splits, stock dividends, rights offerings and fundamental transactions such as a merger resulting in a change of
control.
The foregoing descriptions
of the Exchange Agreement and stock purchase warrants 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
7.01. Regulation FD Disclosure.
Laser
Photonics issued a press release regarding the Exchange Agreement, stating its belief that the Exchange Agreement would allow the Company
to better execute on its strategic growth initiatives, including advancing AI-driven lasers with robotic cells, expanding its portfolio
of anti-drone laser systems, including its LSAD platform and other anti-drone technologies, and potential M&A transactions. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information furnished herein, including Exhibits 99.1, is not deemed to be “filed” for purposes of Section 18 of the Exchange
Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into
any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Warrant Exchange Agreement, dated September 2, 2025 |
10.2 |
|
Form of Placement Agent Warrant |
| 99.1 |
|
Press Release, dated September 2, 2025 |
| 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 3, 2025 |
LASER
PHOTONICS CORPORATION |
| |
|
|
| |
By: |
/s/
Wayne Tupuola |
| |
|
Wayne
Tupuola |
| |
|
President
and CEO |
