Laser Photonics updates IPO share, warrant counts

Laser Photonics Corp filed Amendment No. 2 to its Form S-1 to update Exhibit 5.1 for the maximum common shares and warrants covered.

Rhea-AI Filing Summary

Laser Photonics Corp (LASE) filed Amendment No. 2 to its Form S-1 registration statement, Registration No. 333-298783, on September 9, 2026. The amendment primarily updates legal opinion Exhibit 5.1 to include the maximum number of shares of common stock and warrants covered by the registration.

The filing also refreshes the exhibit index and confirms signatures and powers of attorney for interim president Ann Tewari, acting chief financial officer Timothy A. Peterman, and directors Tim Miller, Troy Parkos, and Qing Lu, authorizing them to sign further amendments and related Rule 462(b) filings.

Filing Explained

The September 9 amendment remains at the registration stage: it covers a maximum number of common shares and warrants, but registration alone does not sell securities; any resulting share-count increase and dilution would require a later offering or warrant exercise.

Key Figures

Registration Statement Number: 333-298783 Primary Standard Industrial Classification Code Number: 3690 IRS Employer Identification Number: 84-3628771 +2 more

5 metrics

Registration Statement Number 333-298783 Form S-1/A Registration Statement for Laser Photonics Corp

Primary Standard Industrial Classification Code Number 3690 Industry classification for Laser Photonics Corp

IRS Employer Identification Number 84-3628771 Federal tax identification number for Laser Photonics Corp

Amendment No. 2 filing date September 9, 2026 Date Amendment No. 2 to the Form S-1 was signed in Lake Mary, Florida

Company telephone number (407) 804-1000 Telephone number for Laser Photonics Corp’s principal executive offices

Key Terms

Registration Statement, Form S-1, Emerging growth company, Power of Attorney, +1 more

5 terms

Registration Statement regulatory

"Amendment No. 2 to FORM S-1/A REGISTRATION STATEMENT UNDER the Securities Act"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

Form S-1 regulatory

"Laser Photonics Corporation hereby amends its Registration Statement on Form S-1"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

Emerging growth company regulatory

"Emerging growth company box appears in the filer status table"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Power of Attorney regulatory

"KNOW ALL PERSONS BY THESE PRESENTS, that each person constitutes and appoints"

A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.

Warrant Inducement Agreement financial

"Form of Warrant Inducement Agreement dated March 15, 2026"

A warrant inducement agreement is a contract in which a company offers warrants—rights to buy shares at a set price—to a person or group as a sweetener to secure their support, service, or approval for a transaction or role. Investors care because these warrants can increase the total number of shares if exercised, diluting existing ownership and potentially changing the company’s valuation and control dynamics; think of it as paying someone with future stock-buying tickets to get them on board.

FAQ

What did Laser Photonics Corp (LASE) file on September 9, 2026?

Laser Photonics Corp filed Amendment No. 2 to its Form S-1 registration statement (Registration No. 333-298783) on September 9, 2026, mainly to update legal opinion Exhibit 5.1 regarding the maximum number of registered common shares and warrants.

What change does Amendment No. 2 make to Laser Photonics Corp’s S-1?

Amendment No. 2 revises Exhibit 5.1 to add the maximum number of shares of common stock and the maximum number of warrants to acquire common stock referenced in the registration statement, aligning the legal opinion with the securities being registered.

Which securities are referenced in Laser Photonics Corp’s S-1/A (LASE)?

The S-1/A references common stock and several warrant types, including Series B-1 and B-2 Common Stock Purchase Warrants, Pre-Funded Warrants, and Placement Agent Warrants, as listed in the exhibit index.

Who signed Amendment No. 2 to the S-1 for Laser Photonics Corp (LASE)?

The amendment was signed on behalf of the company by Interim President Ann Tewari. Signatures also include Acting Chief Financial Officer Timothy A. Peterman and directors Tim Miller, Troy Parkos, and Qing Lu.

What authority does Ann Tewari have under the power of attorney in LASE’s S-1/A?

Under the power of attorney, each signatory appoints Ann Tewari as attorney-in-fact to sign all amendments, including post-effective amendments, and any related Rule 462(b) registration statements, and to file them with the SEC on their behalf.

Where is Laser Photonics Corp (LASE) headquartered according to the S-1/A?

Laser Photonics Corp’s principal executive offices are at 250 Technology Park, Lake Mary, Florida 32746, with a telephone number of (407) 804-1000, and this address is also listed for the CEO and agent for service.

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

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Available on EDGAR 09/09/2026 - 05:31 PM Accepted by SEC EDGAR 09/09/2026 - 05:30 PM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on September 9, 2026

Registration Statement No. 333-298783

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 2

to

FORM S-1/A

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

Laser Photonics Corporation (the “Company” or “we”) hereby amends its Registration Statement on Form S-1 as filed with the Securities and Exchange Commission (the “Commission”) on September 4, 2026, and amended on September 9, 2026 (this “Registration Statement”) to amend Exhibit 5.1 to add the maximum number of shares of common stock of the Company and the maximum number of warrants to acquire shares of the Company’s common stock set forth in set forth in the Registration Statement.

EXHIBIT INDEX

Exhibit Number		Exhibit Description
3.1†		Certificate of Incorporation (incorporated by reference to exhibit 3.1 of Registrant’s Form 10-12G/A filed April 30, 2020)
3.2†		Certificate of Amendment to the Certificate of Incorporation (incorporated by reference to exhibit 3.3 of Registrant’s Form 10-12G/A filed April 30, 2020)
3.3†		Bylaws (incorporated by reference to exhibit 3.2 of Registrant’s Form 10-12G/A filed April 30, 2020)
4.1†		Form of Series B-1 Common Stock Purchase Warrant offered hereby
4.2†		Form of Series B-2 Common Stock Purchase Warrant offered hereby
4.3†		Form of Pre-Funded Warrant offered hereby
4.4†		Form of Placement Agent Warrant
4.5†		Series A-1 Common Stock Purchase Warrant Issued February 6, 2026
4.6†		Series A-2 Common Stock Purchase Warrant Issued February 6, 2026
5.1*		Opinion of CM Law LLP
10.1+†		2019 Stock Incentive Plan (incorporated by reference to exhibit 10.1 of Registrant’s Form S-1 filed November 16, 2021 Form of Placement Agent Warrant)
10.2+†		Forms of Option Agreement, Stock Option Grant Notice, and Notice of Exercise under 2019 Stock Incentive Plan (incorporated by reference to exhibit 10.2 of Registrant’s Form S-1 filed November 16, 2021)
10.3†		Exclusive License Agreement, dated January 1, 2020, between Laser Photonics Corporation and ICT Investments, LLC (incorporated by reference to exhibit 10.3 of Registrant’s Form S-1 filed November 16, 2021)
10.4†		Transfer & Registrar Agreement, dated November 19, 2021, between Laser Photonics Corporation and Direct Transfer LLC (incorporated by reference to exhibit 10.4 of Registrant’s Form S-1/A filed February 7, 2022)
10.5†		Commercial Sublease Agreement, dated December 1, 2019, between ICT Investments, LLC and Laser Photonics Corporation (incorporated by reference to Exhibit 10.2 to the Form 10-12G/A filed by the Registrant on April 30, 2020)
10.6†		Assignment of Lease Agreement between Fonon Technologies, Inc. and Laser Photonics Corporation, DBA name of Fonon Laser Technologies, LLC, effective March 4, 2019 (incorporated by reference to exhibit 10.6 of Registrant’s Form S-1/A filed August 1, 2022)
10.7†		Amendment to Lease Agreement, dated September 28, 2021, between David & Harrell, LLC and Laser Photonics Corporation, DBA name of Fonon Laser Technologies, LLC (incorporated by reference to exhibit 10.7 of Registrant’s Form S-1/A filed August 1, 2022)
10.8†		Exclusive License Agreement, dated October 18, 2023, between Laser Photonics Corporation and Fonon Technologies, Inc. (incorporated by reference to exhibit 10.8 of Registrant’s Form S-1 filed December 31, 2024)
10.9+†		Offer Letter of Employment for Carlos Sardinas dated April 8, 2024 (incorporated by reference to Exhibit 10.1 of Registrant’s Form 8-K/A filed by on May 13, 2024)
10.10†		Securities Purchase Agreement, dated August 16, 2024, between Laser Photonics Corporation and certain Purchasers who are signatories thereto (filed as an exhibit to the Registrant’s Current Report on Form 8-K on August 23, 2024).
10.11†		Registration Rights Agreement, dated August 16, 2024, between Laser Photonics Corporation and certain Purchasers who are signatories thereto (filed as an exhibit to the Registrant’s Current Report on Form 8-K dated August 23, 2024).
10.12†		Placement Agent Agreement (filed as an exhibit to the Registrant’s Current Report on Form 8-K on August 23, 2024).
10.13*		Consulting Services Agreement between Laser Photonics Corporation and FMW Media Works LLC, dated August 11, 2025.
10.14†		Securities Purchase Agreement, dated September 22, 2025, between Laser Photonics Corporation and certain Purchasers who are signatories thereto (filed as an exhibit to the Registrant’s Current Report on Form 8-K on September 26, 2025)
10.15†		Note Purchase Agreement, dated September 12, 2025, between Laser Photonics Corporation and certain Purchasers who are signatories thereto (filed as an exhibit to the Registrant’s Current Report on Form 8-K on September 18, 2025)
10.16†		Form of Securities Purchase Agreement dated February 6, 2026, between Laser Photonics Corporation and certain Purchasers who are signatories thereto (filed as an exhibit to the Registrant’s Form S-1/A on January 30, 2026)
10.17†		Form of Warrant Exchange Agreement, dated September 2, 2025, between Laser Photonics Corporation and various Holders (filed as an exhibit to the Registrant’s Current Report on Form 8-K on September 3, 2025)
10.18†		Securities Purchase Agreement, dated August 27, 2025, between Laser Photonics Corporation and Hudson Global Ventures, LLC (filed as an exhibit to the Registrant’s Current Report on Form 8-K on September 3, 2025)
10.19†		Asset Purchase Agreement, dated October 31, 2024, between Laser Photonics Corporation and Control Micro Systems, Inc. (filed as an exhibit to the Registrant’s Current Report on Form 8-K on November 6, 2024)
10.20†		Business Loan and Security Agreement, dated July 7, 2025, among Laser Photonics Corporation, Agile Lending, LLC, Agile Capital Funding, LLC and Control Micro Systems Florida, LLC (filed as an exhibit to the Registrant’s Current Report on Form 8-K on July 23, 2025)
10.21†		Asset Purchase Agreement, dated August 5, 2025, between Laser Photonics Corporation and Fonon Quantum Technologies, Inc. (filed as an exhibit to the Registrant’s Current Report on Form 8-K on August 11, 2025)
10.22†		Warrant Purchase Agreement dated August 27, 2025 (incorporated by reference to exhibit 10.1 of Registrant’s Form 8-K filed September 3, 2025)
10.23†		Form of Warrant Inducement Agreement dated March 15, 2026, between Laser Photonics Corporation and the Series A warrant holders and Series B warrant holders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 18, 2026)
10.24†		Form of Warrant Inducement Agreement dated April 26, 2026, between Laser Photonics Corporation and the Series A-5 warrant holders and Series A-6 warrant holders (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 29, 2026)
10.25†		Transition Services Agreement dated November 16, 2022, between Laser Photonics Corporation and Fonon Technologies, Inc.
10.26†		Form of Securities Purchase Agreement
10.27†		Form of Lock-Up Agreement
23.1*		Consent of M&K CPAS, PLLC, independent registered public accounting firm
23.2*		Consent of Weinberg & Company, L.P. independent registered public accounting firm
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

#To be filed by amendment

* Provided herewith.

+ Indicates a management contract or compensatory plan.

† Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lake Mary, Florida, on September 9, 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 9, 2026
Ann Tewari		Officer)
/s/ TimothyA Peterman		Acting Chief Financial Officer		September 9, 2026
Timothy A. Peterman		(Principal Financial and Accounting Officer)
/s/ Tim Miller		Director		September 9, 2026
Tim Miller
/s/ Troy Parkos		Director		September 9, 2026
Troy Parkos
/s/ Qing Lu		Director		September 9, 2026
Qing Lu