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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): September 29, 2022
LASER PHOTONICS CORPORATION |
(Exact name of registrant as specified in its charter) |
Delaware | | 000-56166 | | 84-3628771 |
(State of other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1101 N. Keller Rd. Suite G Orlando, FL | | 32810 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (407) 804-1000
(Former name or former address, if changed since last report.)
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)) |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock | | 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. ☒
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 4, 2022, the registrant (“Laser Photonics”) promoted Tim Schick, CFA, currently Vice President of Finance, to Chief Financial Officer effective October 5, 2022. Mr. Schick was appointed by Laser Photonics as Vice President of Finance on July 22, 2022, as set forth in the Current Report on Form 8-K filed July 28, 2022, with the Securities and Exchange Commission. The promotion of Mr. Schick was done in conjunction with the closing of its underwritten initial public offering of 3,000,000 shares of the common stock of Laser Photonics at a public offering price of $5.00 per share for gross proceeds of $15,000,000, before underwriting discounts and commissions (the “Offering”). In addition, Laser Photonics granted the underwriters a 45-day option to purchase up to an additional 450,000 shares of its common stock. The shares began trading on September 30, 2022, on the Nasdaq Capital Market under the ticker symbol “LASE.” Laser Photonics received net proceeds of approximately $12.9 million after deducting the underwriting discounts and commissions and offering expenses, excluding any exercise of the over-allotment option or the Representative’s Warrant issued to Alexander Capital, L.P. as representative of the underwriters, in connection with the Offering.
On October 5, 2022, Laser Photonics issued a press release announcing the promotion of Tim Schick, CFA, to the position of its Chief Financial Officer. A copy of the press release is attached hereto and incorporated herein to this Current Report on Form 8-K as Exhibit 99.1.
Item 8.01. Other Events.
On September 29, 2022, Laser Photonics issued a press release announcing the pricing of the Offering. On October 4, 2022, Laser Photonics issued a press release announcing the closing of the Offering. Copies of these press releases are attached hereto and incorporated herein to this Current Report on Form 8-K as Exhibit 99.2 and Exhibit 99.3, respectively.
Item 9.01 Financial Statements and Exhibits.
Exhibits
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.
| | Laser Photonics Corporation | |
| | | | |
| Date: October 5, 2022 | By: | /s/ Wayne Tupuola | |
| | Wayne Tupuola | |
| | | President and CEO | |
EXHIBIT 99.1
Laser Photonics Announces Appointment of Timothy Schick, CFA, as Chief Financial Officer
Orlando, FL October 5, 2022 – Laser Photonics Corporation (NASDAQ: LASE), (“LPC”), a leading global industrial developer of Cleantech laser systems for laser cleaning, and other materials applications, announced that Timothy Schick, CFA, has been appointed chief financial officer of the Company, effective October 5, 2022.
“Tim brings a wealth of financial and operational experience in industrial markets to Laser Photonics that will benefit our company in the public markets,” said Wayne Tupuola, chief executive officer of Laser Photonics. “As we execute our growth strategy over the next few years, I expect Tim to be a key contributor in driving both revenue and income growth, while keeping us in regulatory compliance.”
Schick joined the LPC in July 2022 as Vice President of Finance. Prior to joining LPC, he served as Head of Finance at Jupiter Marine International in Bradenton, Florida, where he oversaw that company’s accounting, financial planning and analysis, risk management, and HAZMAT compliance functions, among other responsibilities. He has also served as the director of financial planning & analysis at Everglades Boats in Edgewater, Florida, where he installed and managed all new financial processes, including comprehensive planning, financial statement construction, budgeting, forecasting, reporting, analysis, key metric and performance dashboard design and development, work-in-process reporting, and work order scheduling. Previously, Schick served in various financial and investment roles. He earned a Bachelor of Science in Aerospace Engineering from the United States Naval Academy, a Master of Science in Aeronautics & Astronautics from Massachusetts Institute of Technology and an MBA from the University of North Florida. He is a CFA charterholder and an active member of the CFA Institute (formerly the Association for Investment Management and Research).
Forward-Looking Statements
This press release may include “forward-looking statements.” To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the Securities Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and Laser Photonics Corporation does not undertake any duty to update any forward-looking statements except as may be required by law.
About Laser Photonics Corporation
Laser Photonics is a vertically-integrated manufacturer and R&D Center of Excellence for industrial laser technologies and systems. LPC seeks to disrupt the $46 billion, centuries old, sand and abrasives blasting markets, focusing on surface cleaning, rust removal, corrosion control, de-painting and other laser-based industrial applications. LPC’s new generation of leading-edge laser blasting technologies and equipment also addresses the numerous health, safety, environmental, and regulatory issues associated with the old methods. As a result, LPC has quickly gained a reputation as an industry leader for industrial laser systems with a brand that stands for quality, technology and product innovation. Currently, world-renowned and Fortune 1000 manufacturers in the aerospace, automotive, defense, energy, industrial, maritime, space exploration and shipbuilding industries are using LPC’s “unique-to-industry” systems. For more information, visit www.laserphotonics.com.
Laser Photonics Investor Relations Contact:
Brian Siegel, IRC®, M.B.A.
Senior Managing Director
Hayden IR
(346) 396-8696
[email protected]
EXHIBIT 99.2
Laser Photonics Announces Pricing of Initial Public Offering
Orlando, FL Sept. 29, 2022 – Laser Photonics Corporation. (NasdaqCM: LASE) (“Laser” or the “Company”), a leading global industrial developer of high-tech laser systems for laser cleaning, and other materials applications, today announced the pricing of its underwritten initial public offering of 3,000,000 shares of common stock at a public offering price of $5.00 per share for gross proceeds of $15,000,000, before underwriting discounts and commissions. In addition, the Company has granted the underwriters a 45-day option to purchase up to 450,000 additional shares of common stock at the offering price, less the underwriting discount.
The shares are expected to begin trading on The Nasdaq Capital Market on September 30, 2022, under the ticker symbol “LASE.” The offering is expected to close on October 4, 2022, subject to the satisfaction of customary closing conditions.
The Company intends to use the net proceeds of this offering primarily for general corporate purposes, including working capital, operating expenses and capital expenditures.
Advisor Details
Alexander Capital, LP is acting as sole book-running manager for the offering. Culhane Meadows PLLC and Lucosky Brookman LLP served as co-counsel to Laser Photonics. Cozen O’Connor, P.C. served as counsel to the underwriters.
The securities described above are being offered by Laser Photonics pursuant to a registration statement on Form S-1 (File No. 333-261129) that was declared effective by the U.S. Securities and Exchange Commission on September 29, 2022. The offering is being made only by means of a prospectus forming a part of the effective registration statement. A copy of the final prospectus related to the offering, when available, may be obtained from Alexander Capital, LP, 17 State Street 5th Floor, New York, NY 10004, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing [email protected].
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
About Laser Photonics Corporation
Laser Photonics is a vertically-integrated manufacturer and R&D Center of Excellence for industrial laser technologies and systems. LPC seeks to disrupt the $46 billion, centuries old, sand and abrasives blasting markets, focusing on surface cleaning, rust removal, corrosion control, de-painting and other laser-based industrial applications. LPC’s new generation of leading-edge laser blasting technologies and equipment also addresses the numerous health, safety, environmental, and regulatory issues associated with the old methods. As a result, LPC has quickly gained a reputation as an industry leader for industrial laser systems with a brand that stands for quality, technology and product innovation. Currently, world-renowned and Fortune 1000 manufacturers in the aerospace, automotive, defense, energy, industrial, maritime, space exploration and shipbuilding industries are using LPC’s “unique-to-industry” systems. For more information, visit www.laserphotonics.com.
Forward-Looking Statements
This press release may include “forward-looking statements.” To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the Securities Exchange Commission. Forward-looking statements speak only as of the date of the document in which they are contained, and Laser Photonics Corporation does not undertake any duty to update any forward-looking statements except as may be required by law.
Laser Photonics Investor Relations Contact:
Brian Siegel, IRC®, M.B.A.
Senior Managing Director
Hayden IR
(346) 396-8696
EXHIBIT 99.3
Laser Photonics Announces Closing of Initial Public Offering on Nasdaq
Orlando, FL October 4, 2022 – Laser Photonics Corporation (the “Company”) (Nasdaq: LASE), a leading global industrial developer of high-tech laser systems for laser cleaning, and other materials applications, today announced the closing of its underwritten initial public offering of 3,000,000 shares of common stock priced at a public offering price of $5.00 per share for gross proceeds of $15,000,000, before underwriting discounts and commissions. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 450,000 shares of its common stock.
The shares began trading on September 30, 2022, on the Nasdaq Capital Market under the ticker symbol “LASE.”
The Company intends to use the net proceeds of this offering primarily for general corporate purposes, including working capital, operating expenses and capital expenditures.
“Our IPO represents a major milestone in our strategy to disrupt the $46 billion global industrial market for removing rust and other materials,” said Wayne Tupuola, chief executive officer of Laser Photonics. “Historically, extremely hazardous, dangerous and environmentally destructive abrasives and techniques such as sandblasting have been used for these applications. With our CleanTech LaserBlasting technologies, we offer products with superior performance to customers in a cost-effective and environmentally sustainable way to accomplish their MRO goals.
“Today, government entities such as OSHA and the EPA and labor unions have recognized the harmful impact on workers and the environment and are now applying pressure on companies that continue to use these out-of-date technologies. With our “Made in America” products, we believe we can offer superior alternatives to traditional abrasives, driving our financial performance and creating shareholder value over the long term.
“In conclusion, we have a rare opportunity to participate and lead the market for laserblasting, an opportunity that could last decades. We believe a perfect storm is brewing given the technological advancements, the regulatory and labor environment and access to the capital markets, and we look forward to capitalizing on this opportunity.”
Laser CleanTech Laser Blasting products address the corrosion needs of multiple industries, including automotive (e.g., Daimler); manufacturing (e.g., Coca-Cola); shipbuilding and maritime (e.g., Norfolk Naval Shipyard); space exploration and aerospace (e.g., NASA); heavy equipment (e.g., Caterpillar); nuclear decommissioning and energy; oil and gas; medical; and aerospace.
Advisor Details
Alexander Capital, LP acted as sole book-running manager for the offering. Culhane Meadows PLLC and Lucosky Brookman LLP served as co-counsel to Laser Photonics. Cozen O’Connor, P.C. served as counsel to the underwriters.
The securities described above are being offered by Laser Photonics pursuant to a registration statement on Form S-1 (File No. 333-261129) that was declared effective by the U.S. Securities and Exchange Commission on September 29, 2022 (the “Registration Statement”). The offering is being made only by means of a prospectus forming a part of the effective Registration Statement. A copy of the final prospectus related to the offering, when available, may be obtained from Alexander Capital, LP, 17 State Street 5th Floor, New York, NY 10004, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing [email protected].
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.
Cautionary Note Concerning Forward Looking Statements
This press release contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), including statements regarding the Company’s plans, prospects, potential results and use of proceeds. These statements are based on current expectations as of the date of this press release and involve a number of risks and uncertainties, which may cause results and uses of proceeds to differ materially from those indicated by these forward-looking statements. These risks include, without limitation, those described under the caption “Risk Factors” in the Registration Statement. Any reader of this press release is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable laws or regulations.
About Laser Photonics Corporation
Laser Photonics is a vertically-integrated manufacturer and R&D Center of Excellence for industrial laser technologies and systems. LPC seeks to disrupt the $46 billion, centuries old, sand and abrasives blasting markets, focusing on surface cleaning, rust removal, corrosion control, de-painting and other laser-based industrial applications. LPC’s new generation of leading-edge laser blasting technologies and equipment also addresses the numerous health, safety, environmental, and regulatory issues associated with the old methods. As a result, LPC has quickly gained a reputation as an industry leader for industrial laser systems with a brand that stands for quality, technology and product innovation. Currently, world-renowned and Fortune 1000 manufacturers in the aerospace, automotive, defense, energy, industrial, maritime, space exploration and shipbuilding industries are using LPC’s “unique-to-industry” systems. For more information, visit www.laserphotonics.com.
Laser Photonics Investor Relations Contact:
Brian Siegel, IRC®, M.B.A.
Senior Managing Director
Hayden IR
(346) 396-8696