Laser Photonics Corp — Capital/Financing Update 2026

Apr 29, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2026

Laser Photonics Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-41515	84-3628771
(State
of other jurisdiction	(Commission	(IRS
Employer
of
incorporation)	File
Number)	Identification
No.)

| 250
Technology Park | |
| --- | --- |
| Lake
Mary , FL | 32746 |
| (Address
of principal executive offices) | (Zip
Code) |

Registrant’s telephone number, including area code: (407) 804-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- | --- |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Securities registered pursuant to Section 12(b) of the Act:

| Title
of each class | Trading
Symbol | Name
of exchange on which registered |
| --- | --- | --- |
| Common
Stock, par value $0.001 per share | LASE | The
NASDAQ Stock Market LLC |

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 pursuant to Section 13(a) of the Exchange Act. ☒

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Item 1.01. Entry into a Material Definitive Agreement.

On April 26, 2026, the registrant (“Laser Photonics” or the “Company”) entered into a warrant inducement agreement with the holders of existing Series A-1 and Series A-2 warrants to purchase up to 5,715,085 shares of the Company’s common stock (the “Existing Warrants”) at an original exercise price of $0.70 per share as set forth in the Company’s S-1 registration statement (Registration No. 333-292932) declared effective on February 6, 2026. The Company has offered as an inducement to these warrant holders for exercising the Existing Warrants in cash new unregistered Series A-5 warrants to purchase up to 4,742,860 shares of common stock and new unregistered Series A-6 warrants to purchase up to 6,687,310 shares of common stock. The new warrants will have an exercise price of $0.975 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the new warrants. (the “Initial Exercise Date”) The Series A-5 new warrants will expire five years after the later of (i) the date of stockholder approval and (ii) the effective date of the Resale Registration Statement (as defined below) and the Series A-6 new warrants will expire 24 months after the later of (x) the date of stockholder approval and (y) the effective date of the Resale Registration Statement.

.

The Company faces a cash penalty as provided in the warrant inducement agreement for a failure to meet the required dates for filing the S-1 registration statement and it being declared effective by the SEC as discussed below. The number of Series A-1 warrants and Series A-2 warrants to be exercised for cash are subject to beneficial ownership limitations of either 4.99% or 9.99% at the election of the Series A-1 and Series A-2 warrant holders. To the extent that the beneficial ownership limitations apply, the balance of any issuance of free trading shares of the Company’s common stock will be held in abeyance until notice from the warrant holder that the balance (or portion thereof) may be issued in compliance with such beneficial ownership limitations, and those underlying shares of the Company’s common stock will be treated as having been prepaid, including the cash payment in full of the exercise price.

H.C. Wainwright & Co., LLC (“Wainwright”) served as exclusive placement agent for this transaction. Under the terms of its August 21, 2025, engagement agreement with the Company as amended on February 13, 2026, Wainwright has received a cash fee of 7.0% of the funds raised through the warrant inducement agreement and a placement agent warrant to Wainwright or its designees to purchase up to 400,056 shares of the Company’s common stock (equal to 7.0% of the Company’s shares of common stock issued upon exercise of the Existing Warrants) exercisable on or after the Initial Exercise Date for five years after the later of (i) the Initial Exercise Date and (ii) the Effective Date, at an exercise price of $0.875 per share, and reimbursement of Wainwright’s accountable expenses of up to $75,000 and clearing expenses of $15,950.

Under the terms of the warrant inducement agreement, the Company has received aggregate gross proceeds of $4,000,559.50 and must file a registration statement within 30 days from the date of this agreement on Form S-1 to register the sale of the 11,430,170 shares of common stock underlying the Series A-5 and Series A-6 warrants and either 60 days or 90 days for the S-1 registration statement to be declared effective depending on whether it is reviewed or not by the SEC. In addition, the Company is prohibited (i) for 30 days from the closing of the warrant inducement agreement from issuing, entering into any agreement to issue or announce the issuance or proposed issuance of any shares of its common stock or common stock equivalents or filing any registration statement or any amendment or supplement to any existing registration statement, with certain exceptions, and (ii) for 12 months from the closing of the warrant inducement agreement from entering into any variable rate transaction, subject to an exception.

The foregoing descriptions of the warrant inducement agreement, Series A-5 warrants and the Series A-6 warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, forms of which are attached as Exhibits 4.1, 4.2 and 10.1 hereto, and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The matters described in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 7.01 Regulation FD Disclosures.

On April 29, 2026, the Company issued a press release regarding the closing terms of the warrant inducement transaction described in Item 1.01 of this Current Report on Form 8-K under which Laser Photonics received approximately $4 million prior to its payment of any fees and offering expenses in connection with this financing. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits
4.1	Form of Series A-5 Warrant
4.2	Form of Series A-6 Warrant
10.1	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
99.1	Press
Release issued April 29, 2026
104	Cover
Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| Date:
April 29, 2026 | |
| --- | --- |
| By: | /s/
Wayne Tupuola |
| | Wayne
Tupuola |
| | President
and CEO |

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