[D] Laser Photonics Corp SEC Filing

Rhea-AI Filing Summary

Laser Photonics Corp filed a Form D reporting a Regulation D, Rule 506(b) exempt offering that raised $4,000,002 through the sale of 1,098,902 common shares paired with 1,098,902 Series A warrants and 1,098,902 Series B warrants at a combined purchase price of $3.64 per share and associated warrants. The filing shows the first sale on 2025-09-30 and that there are 3 investors to date. Sales commissions and fees total an estimated $280,000, with an additional cash fee of $75,000 and 76,923 unregistered warrants paid to H.C. Wainwright & Co., LLC. The issuer intends to use net proceeds for general corporate purposes and reports no payments to executive officers, directors, or promoters from the offering proceeds.

Positive

• Successful capital raise of $4,000,002 completed
• Clear use of proceeds stated as general corporate purposes with $0 paid to insiders from the offering proceeds
• Placement agent disclosed and broker compensation (cash and warrants) transparently reported

Negative

• Significant broker compensation estimated at $280,000 plus a $75,000 cash fee and 76,923 unregistered warrants
• Potential dilution from 1,098,902 issued warrants and the corresponding issued shares if warrants are exercised

Insights

Securities Attorney

Regulation D Rule 506(b) offering completed; standard placement terms and broker compensation disclosed.

The notice confirms a private placement under Rule 506(b) with 1,098,902 shares and paired warrants sold at a combined price of $3.64. The filing lists broker compensation including estimated commissions of $280,000 and a cash fee of $75,000 plus 76,923 unregistered warrants to the placement agent, which should be documented in the broker engagement agreement and securities legending.

Key compliance items to track include investor accreditation procedures for a Rule 506(b) sale, the mandatory legends on issued warrants and shares, and any state notice/filing obligations in jurisdictions checked, including foreign solicitation. Expect standard post-offering restrictions on resale until registration or an applicable exemption.

Capital Markets Analyst

The company raised $4.00M with modest broker fees; proceeds are earmarked for general corporate use.

The offering size of $4,000,002 and issuance of both Series A and B warrants expands the company’s equity dilution profile by at least 1,098,902 potential additional common shares if exercised. The placement involved 3 investors, indicating a small investor base from this raise.

Material near-term items to watch are any future exercises of warrants that would affect capital structure and whether proceeds are used for operating needs or project-specific spend; any significant warrant exercises would be observable in subsequent filings or transaction notices over the next 12 months.

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
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

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Laser Photonics Corp
Street Address 1		Street Address 2
1101 NORTH KELLER ROAD, SUITE G
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
ORLAND	FLORIDA	32810	(407) 804-1000

3. Related Persons

Last Name	First Name	Middle Name
Parkos	Troy
Street Address 1	Street Address 2
Laser Photonics Corporation	1101 North Keller Road
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32810

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tupuola	Wayne
Street Address 1	Street Address 2
Laser Photonics Corporation	1101 N. Keller Rd.
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32810

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sardinas	Carlos
Street Address 1	Street Address 2
Laser Photonics Corporation	1101 N. Keller Rd.
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32810

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Miller	Tim
Street Address 1	Street Address 2
Laser Photonics Corporation	1101 North Keller Road
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32810

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	1101 North Keller Road
City	State/Province/Country	ZIP/PostalCode
Orlando	FLORIDA	32810

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
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X 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
	$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
X	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	2025-09-30				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 All States	X Foreign/non-US
CALIFORNIA FLORIDA ILLINOIS NEW JERSEY NEW YORK UTAH

13. Offering and Sales Amounts

Total Offering Amount	$4,000,002	USD	or Indefinite
Total Amount Sold	$4,000,002	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

The securities were issued in an offering of 1,098,902 shares of common stock, 1,098,902 series A warrants and 1,098,902 series B warrants, each to purchase common stock at a combined purchase price of $3.64 per share and series warrants.

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:

3

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	$280,000	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

HCW also received a cash fee of $75,000 for non-accountable expenses and 76,923 unregistered warrants to purchase 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 Offering 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/ Wayne Tupuola	Wayne Tupuola	President and Chief Executive Officer	2025-10-10

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.

FAQ

What amount did Laser Photonics (LASE) raise in the Form D filing?

The company raised $4,000,002 through the exempt offering.

How many shares and warrants were issued in the LASE offering?

The offering issued 1,098,902 common shares, 1,098,902 Series A warrants and 1,098,902 Series B warrants.

What was the purchase price per share and warrants in the LASE offering?

The combined purchase price was $3.64 per share and the associated series warrants.

When was the first sale reported for Laser Photonics' offering?

The filing reports the first sale date as 2025-09-30.

What fees were paid to the placement agent in the LASE offering?

Estimated sales commissions of $280,000, a cash fee of $75,000, and 76,923 unregistered warrants were paid to H.C. Wainwright & Co., LLC.