As
filed with the Securities and Exchange Commission on September 14, 2026
Registration
Statement No. 333-298783
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
| LASER
PHOTONICS CORPORATION |
| (Exact
name of Registrant as specified in its charter) |
| Delaware |
|
3690 |
|
84-3628771 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
250
Technology Park
Lake
Mary, Florida 32746
(407)
804-1000
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Wayne
Tupuola, CEO
250
Technology Park
Lake
Mary, Florida 32746
(407)
804-1000
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
| Ernest
M. Stern, Esq. |
|
John
J. Hart, Esq. |
| CM
Law LLP |
|
Joseph
Masiello, Esq. |
| 1701
Pennsylvania Avenue, N.W. |
|
Ellenoff
Grossman & Schole LLP |
| Suite
200 |
|
1345
Avenue of the Americas, 11th Floor |
| Washington,
D.C. 20006 |
|
New
York, NY 10105 |
| (202)
580-6500 |
|
(212)
370-1300 |
Approximate
Date of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
Filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 to Section 7(a)(2)(B) of the Securities Act. ☒
This
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date
as the commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 (this “Amendment”) relates to Laser Photonics Corporation’s (the “Registrant”)
Registration Statement on Form S-1 (File No. 333-298783), declared effective on September 10, 2026, by the Securities and Exchange Commission
(the “Registration Statement”). The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to
the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than
Item 16(a) of Part II as set forth below.
EXHIBIT
INDEX
Exhibit
Number |
|
Description |
| |
|
| 5.1 |
|
Opinion of CM Law LLP. |
| |
|
| 23.2 |
|
Consent of CM Law LLP (included in Exhibit 5.1). |
| |
|
| 24.1 |
|
Powers of Attorney (included on the signature page of Amendment No. 1 to the Registration Statement (File No. 333-298783), filed with the Securities and Exchange Commission on September 10 , 2026 and incorporated by reference). |
EXHIBIT
INDEX
| Exhibit
Number |
|
Exhibit
Description |
| |
|
|
| 5.1* |
|
Opinion of CM Law LLP |
| 23.3* |
|
Consent of CM Law LLP (included in Exhibit 5.1) |
| 24.1* |
|
Power of Attorney (set forth on Signature Page) |
| 107† |
|
Filing Fee Table |
*
Provided herewith.
†
Previously filed.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Lake Mary, Florida, on September 14, 2026.
| |
LASER
PHOTONICS CORPORATION |
| |
|
|
| |
By: |
/s/
Ann Tewari |
| |
|
Ann
Tewari |
| |
|
Interim
President |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ann Tewari as their true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign
any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in
the capacities and on the dates indicated.
| /s/
Ann Tewari |
|
Interim
President (Principal Executive |
|
September
14, 2026 |
| Ann
Tewari |
|
Officer) |
|
|
| |
|
|
|
|
| /s/
TimothyA Peterman |
|
Acting
Chief Financial Officer |
|
September
14, 2026 |
| Timothy
A. Peterman |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Tim Miller |
|
Director |
|
September
14, 2026 |
| Tim
Miller |
|
|
|
|
| |
|
|
|
|
| /s/
Troy Parkos |
|
Director |
|
September
14, 2026 |
| Troy
Parkos |
|
|
|
|
| |
|
|
|
|
| /s/
Qing Lu |
|
Director |
|
September
14, 2026 |
| Qing
Lu |
|
|
|
|