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  4. [D] Laser Photonics Corp SEC Filing

Laser Photonics Corp (LASE) secures $2.47M in Rule 506(b) warrant inducement

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D

Rhea-AI Filing Summary

Laser Photonics Corp, a Wyoming corporation based in Lake Mary, Florida, reports an exempt securities offering under Regulation D, claiming the Rule 506(b) exemption. The issuer operates in the manufacturing industry and reports annual revenues in the $1,000,001–$5,000,000 range.

The offering involves equity, warrants or other rights to acquire securities, and securities issuable upon exercise of those rights. Total securities sold amount to $2,465,357, with $0 remaining to be sold. The transaction is described as a warrant inducement, where five warrant holders exercised their outstanding Series A-5 and A-6 warrants for cash at an exercise price of $0.975 per share, with the first sale occurring on July 16, 2026.

Placement agent H.C. Wainwright & Co., LLC received $75,000 in accountable expenses and 177,000 unregistered warrants to purchase common stock, with no finder’s fees reported. The company intends to use the net proceeds from the warrant exercises for general corporate purposes. The filing also notes that Ann Tewari is serving as Interim President during a three-month leave of absence by prior President and CEO Wayne Tupuola commencing June 16, 2026.

Positive

  • None.

Negative

  • None.
Total Amount Sold $2,465,357 USD Total securities sold in the exempt offering
Total Remaining to be Sold $0 USD Amount remaining in the stated offering
Warrant Exercise Price $0.975 per share Cash exercise price for Series A-5 and A-6 warrants
Placement Agent Expenses $75,000 Accountable expenses paid to H.C. Wainwright & Co., LLC
Warrants Issued to Agent 177,000 warrants Unregistered warrants to purchase common stock granted to H.C. Wainwright
Revenue Range $1,000,001 - $5,000,000 Issuer’s reported revenue range category
Date of First Sale 2026-07-16 Initial sale date in the offering
Rule 506(b) regulatory
"The issuer claims the Rule 506(b) exemption under Regulation D."
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
warrant inducement transaction financial
"The securities were issued in a warrant inducement transaction in which five warrant holders exercised..."
A warrant inducement transaction is when a company issues warrants—options to buy shares at a set price—as a sweetener to persuade investors or creditors to approve a deal, restructuring, or other corporate action. Think of it like giving coupons to convince people to agree to a plan; it can speed approvals but may dilute existing shareholders and change potential future share value, so investors watch these carefully.
unregistered warrants financial
"H.C. Wainwright & Co. also received $75,000 for accountable expenses and 177,000 unregistered warrants..."
Unregistered warrants are instruments that give their holder the right to buy a company's shares at a set price in the future, but they have not been registered with securities regulators for public resale. Because they are limited in who can hold or sell them and often carry resale restrictions, they matter to investors by creating potential future dilution of existing shares and offering a less liquid, higher-risk way to gain exposure compared with registered securities — like a coupon that can only be used or traded under specific conditions.
general corporate purposes financial
"The Company intends to use the net proceeds from the warrant exercise for general corporate purposes."
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
Regulation D regulatory
"Certifying that, if the issuer is claiming a Regulation D exemption for the offering..."
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What type of securities is Laser Photonics Corp (LASE) offering under this Form D?
Laser Photonics Corp is offering equity, warrants or other rights to acquire securities, and securities issuable upon warrant exercise. These are being sold in a private offering relying on the Rule 506(b) exemption under Regulation D.

How much has Laser Photonics Corp (LASE) raised in this exempt offering?
Laser Photonics Corp reports $2,465,357 in total securities sold, with $0 remaining to be sold. The amount comes from a warrant inducement where five holders exercised Series A-5 and A-6 warrants for cash at $0.975 per share.

What exemption is Laser Photonics Corp (LASE) using for this securities offering?
The company is relying on Rule 506(b) of Regulation D for its exempt offering. This rule permits private placements to accredited investors and certain non-accredited investors, subject to specific disclosure and solicitation limitations described in securities regulations.

How is H.C. Wainwright & Co. compensated in the Laser Photonics Corp (LASE) transaction?
H.C. Wainwright & Co., LLC received $75,000 in accountable expenses and 177,000 unregistered warrants to purchase Laser Photonics common stock. The filing reports $0 in finder’s fees, indicating compensation is limited to these specified amounts and instruments.

What does Laser Photonics Corp (LASE) plan to do with the proceeds from the warrant exercises?
Laser Photonics Corp states it intends to use the net proceeds from the warrant exercises for general corporate purposes. This can include operating needs, growth initiatives, or other corporate uses determined by management, within the flexibility that phrase typically provides.

What change in leadership is disclosed for Laser Photonics Corp (LASE)?
The filing notes that Ann Tewari is serving as Interim President during a three-month leave of absence by Wayne Tupuola, who had been Director, President, and CEO. His leave commenced on June 16, 2026, prompting the interim appointment.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001807887
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
Laser Photonics Corp
Jurisdiction of Incorporation/Organization
WYOMING
Year of Incorporation/Organization
X Over Five Years Ago
Within Last Five Years (Specify Year)
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Laser Photonics Corp
Street Address 1 Street Address 2
250 TECHNOLOGY PARK
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
LAKE MARY FLORIDA 32746 (407) 804-1000

3. Related Persons

Last Name First Name Middle Name
Parkos Troy
Street Address 1 Street Address 2
Laser Photonics Corporation 250 Technology Park
City State/Province/Country ZIP/PostalCode
Lake Mary FLORIDA 32746
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Tewari Ann
Street Address 1 Street Address 2
Laser Photonics Corporation 250 Technology Park
City State/Province/Country ZIP/PostalCode
Lake Mary FLORIDA 32746
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Ann Tewari is serving as Interim President as a result of the three month leave of absence being taken by Wayne Tupuola commencing June 16, 2026, who was serving as a Director and President and CEO of Laser Photonics Corporation.
Last Name First Name Middle Name
Lu Qing
Street Address 1 Street Address 2
Laser Photonics Corporation 250 Technology Park
City State/Province/Country ZIP/PostalCode
Lake Mary FLORIDA 32746
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Miller Tim
Street Address 1 Street Address 2
Laser Photonics Corporation 250 Technology Park
City State/Province/Country ZIP/PostalCode
Lake Mary FLORIDA 32746
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Gonzalez Carlos
Street Address 1 Street Address 2
Laser Photonics Corporation 250 Technology Park
City State/Province/Country ZIP/PostalCode
Lake Mary FLORIDA 32746
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
X Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
X $1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
Decline to Disclose Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2026-07-16 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
X Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
X Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number None
H.C. Wainwright & Co., LLC 000000375
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
430 Park Avenue 4th Floor
City State/Province/Country ZIP/Postal Code
NY NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States		 X All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $2,465,357 USD
or Indefinite
Total Amount Sold $2,465,357 USD
Total Remaining to be Sold $0 USD
or Indefinite

Clarification of Response (if Necessary):

The securities were issued in a warrant inducement transaction in which five warrant holders exercised their outstanding Series A-5 and A-6 warrants for cash at an exercise price of $0.975 per share.

14. Investors

 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
5

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $172,575 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

H.C. Wainwright & Co. also received $75,000 for accountable expenses and 177,000 unregistered warrants to purchase shares of Issuer's common stock.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

The Company intends to use the net proceeds from the warrant exercise for general corporate purposes.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Laser Photonics Corp /s/ Ann Tewari Ann Tewari Interim President 2026-07-21

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

Source: View Original Filing on SEC EDGAR