Laser Photonics updates IPO with CFO, audits

Laser Photonics Corp (symbol LASE) filed Amendment No. 1 to its Form S-1 registration statement to update the prospectus primarily through incorporation by reference of recent SEC filings.

Rhea-AI Filing Summary

Laser Photonics Corp (symbol LASE) filed Amendment No. 1 to its Form S-1 registration statement to update the prospectus primarily through incorporation by reference of recent SEC filings. The amendment specifically adds the Form 8-K filed September 8, 2026, which reports the engagement of Timothy A. Peterman as Acting Chief Financial Officer, and includes new auditor consent exhibits from M&K CPAS, PLLC and Weinberg & Company covering the company’s audited financial statements for the years ended December 31, 2024 and December 31, 2025. The document also confirms a broad exhibit index and grants Interim President Ann Tewari power of attorney to sign further amendments and related registration statements on behalf of the company’s officers and directors.

Filing Explained

The amendment leaves dilution conditional: no shares or warrants are reported sold or exercised, while registration could support a later offering.

Laser Photonics filed an amended Form S-1 to update a registration statement for a proposed sale; because the registration is not yet effective, this filing does not report a completed sale or issuance.

The exhibit index includes forms for common-stock purchase warrants, a pre-funded warrant, placement-agent warrants, and securities purchase agreements, but this amendment supplies no offering amount or share count. The listed pre-funded warrant would convert to shares when exercised; issuing those additional shares would increase the total share count and reduce an existing holder’s percentage ownership, absent offsetting changes.

The statement says the securities may be sold as soon as practicable after effectiveness, while also seeking to delay effectiveness until a further amendment or an SEC-determined date. The next material state to monitor is effectiveness and any subsequent disclosure of securities actually offered, exercised, or issued; this amendment establishes none of those transitions.

Key Figures

Fiscal year end: December 31, 2025 Audited financial statement dates: December 31, 2024 and December 31, 2025 Form 10-K filing date: April 20, 2026 +3 more

6 metrics

Fiscal year end December 31, 2025 Year for which the Form 10-K is incorporated by reference

Audited financial statement dates December 31, 2024 and December 31, 2025 Periods covered by auditor consents from M&K CPAS, PLLC and Weinberg & Company

Form 10-K filing date April 20, 2026 Date the Form 10-K for year ended December 31, 2025 was filed

Form 10-Q filing dates June 11, 2026 and August 14, 2026 Dates for quarterly reports for March 31, 2026 and June 30, 2026

Acting CFO 8-K date September 8, 2026 Date of Form 8-K reporting engagement of Acting CFO Timothy A. Peterman

Amendment signature date September 9, 2026 Date Amendment No. 1 to the registration statement was signed in Lake Mary, Florida

Key Terms

incorporate by reference, Registration Statement on Form S-1, emerging growth company, Power of Attorney, +1 more

5 terms

incorporate by reference regulatory

"The SEC permits us to “incorporate by reference” into this prospectus"

Registration Statement on Form S-1 regulatory

"amends its Registration Statement on Form S-1"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

emerging growth company regulatory

"Emerging growth company"

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

"POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS"

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.

independent registered public accounting firm financial

"independent registered public accounting firms, to incorporating by reference"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

What is Laser Photonics Corp (LASE) doing in this Amendment No. 1 to Form S-1?

Laser Photonics Corp is filing Amendment No. 1 to its Form S-1 to update the prospectus by incorporating recent SEC reports, including a Form 8-K about its Acting CFO, and by adding auditor consent exhibits covering the 2024 and 2025 audited financial statements.

What key management change related to LASE is reflected in this S-1/A amendment?

The amendment incorporates by reference a Form 8-K filed September 8, 2026, which reports the engagement of Timothy A. Peterman as Acting Chief Financial Officer of Laser Photonics Corp. This makes that management change part of the registration statement’s disclosure record.

Which financial statement periods are covered by the auditor consents in the LASE S-1/A?

The consents from M&K CPAS, PLLC and Weinberg & Company relate to their reports on Laser Photonics Corp’s audited financial statements as of December 31, 2024 and December 31, 2025, allowing those reports to be incorporated into the registration statement.

Which SEC reports are incorporated by reference into Laser Photonics (LASE)’s prospectus?

The prospectus incorporates by reference LASE’s Form 10-K for the year ended December 31, 2025, its Forms 10-Q for quarters ended March 31, 2026 and June 30, 2026, numerous Forms 8-K filed in 2026, and its Schedule 14A filed June 3, 2026.

Who has power of attorney for future amendments to the LASE S-1 registration statement?

Interim President Ann Tewari is appointed as attorney-in-fact for each signatory, with authority to sign any and all amendments, including post-effective amendments and related Rule 462(b) registration statements, and to file them with the SEC on their behalf.

Does this S-1/A amendment change the timing of the Laser Photonics (LASE) offering?

The amendment restates that the approximate date of proposed sale to the public is as soon as practicable after the effective date of the registration statement, without adding new timing or size terms for the offering.

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

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Available on EDGAR 09/09/2026 - 07:58 AM Accepted by SEC EDGAR 09/09/2026 - 07:57 AM 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. 1

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 (this “Registration Statement”) to incorporate by reference the Form 8-K filed September 8, 2026, regarding the engagement of Timothy A. Peterman as Acting CFO of the Company and to add Exhibits 23.1 and 23.2 stating the consents of M&K CPAS, PLLC and Weinberg & Company, respectively, independent registered public accounting firms, to incorporating by reference in this Registration Statement their reports on the Company’s audited financial statements as of December 31, 2024, and December 31, 2025, respectively.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC permits us to “incorporate by reference” into this prospectus the information contained in documents that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC and incorporate by reference in this prospectus, except as superseded, supplemented or modified by this prospectus, the documents listed below (excluding those portions of any Current Report on Form 8-K that are not deemed “filed” pursuant to the General Instructions of Form 8-K):

	●	Our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 20, 2026;
	●	our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on June 11, 2026, and for the quarter ended June 30, 2026, filed with the SEC on August 14, 2026;
	●	our Current Reports on Forms 8-K filed with the SEC on January 6, 2026, January 13, 2026, February 4, 2026, March 18, 2026, March 23, 2026, April 21, 2026, April 29, 2026, May 12, 2026, May 22, 2026, June 11, 2026, June 12, 2026, June 23, 2026, June 25, 2026, June 30, 2026, July 20, 2026, July 24, 2026, August 26, 2026 and September 8, 2026 (except for Item 7.01 of any Current Report on Form 8-K which are not deemed “filed” for purposes of Section 18 of the Exchange Act and are not incorporated by reference in this prospectus); and
	●	our Schedule 14A filed June 3, 2026.

We also incorporate by reference into this prospectus additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) on or after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement and (ii) on or after the date hereof but before the completion or termination of this offering (excluding any information not deemed “filed” with the SEC).

Any statement contained in a previously filed document is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in a subsequently filed document incorporated by reference herein modifies or supersedes the statement, and any statement contained in this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in a subsequently filed document incorporated by reference herein modifies or supersedes the statement.

We will provide, without charge, to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein, including exhibits. Requests should be directed to:

Laser Photonics Corporation

250 Technology Park

Lake Mary, FL 32746

(407) 804-1000

For other ways to obtain a copy of these filings, please refer to “Where You Can Find Additional Information” above.

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. 1 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