8-K
Laser Photonics Corp (LASE)
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 16, 2025
LASER
PHOTONICS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-41515 | 84-3628771 |
|---|---|---|
| (State<br> of other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 1101<br> N. Keller Rd. | ||
| --- | --- | |
| Suite<br> G | ||
| Orlando,<br> FL | 32810 | |
| (Address<br> of principal executive offices) | (Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| ☐ | Pre-commencement<br> 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<br> Stock | LASE | The<br> 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. ☒
Item3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 16, 2025, the registrant (“Laser Photonics” or the “Company”) received a notice from Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that since the Company has not yet filed its Form 10-K for the year ended December 31, 2023 (the “Filing”), it no longer complies with Nasdaq’s Listing Rules (the “Rules”), specifically Listing Rule 5250(c)(1), for continued listing. Under the Rules, the Company has 60 calendar days to submit a plan to regain compliance, and if Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the Filing’s due date, or until October 14, 2024, to regain compliance. Any subsequent periodic filing that is due within the 180-day exception period must be filed no later than the end of the period.
A copy of the press release announcing this deficiency notice is attached hereto and incorporated herein to this Current Report on Form 8-K as Exhibit 99.1.
Item9.01 Financial Statements and Exhibits.
Exhibits
| 99.1 | Press Release Issued by Laser Photonics Corporation dated April 23, 2025 |
|---|---|
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
| -2- |
| --- |
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:<br> April 23, 2025 | Laser Photonics Corporation | |
|---|---|---|
| By: | /s/ Wayne Tupuola | |
| Wayne<br> Tupuola | ||
| President<br> and CEO |
| -3- |
| --- |
Exhibit99.1
LaserPhotonics Received NASDAQ Compliance Letter Related to Late Filing of the December 31, 2024 10-K
Filingdelay mainly due to audit procedures related to the acquisition of certain assets of Control Micro Systems (CMS) that occurred 6 weeksprior to the end of fiscal 2024
Orlando,Fla., April 23, 2025 – Laser Photonics Corporation (LPC) (NASDAQ: LASE), a leading global industrial developer of CleanTech Laser Systems for laser cleaning and other applications, today announced that on April 16, 2025, it received a notice from Nasdaq Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that since the Company has not yet filed its Form 10-K for the year ended December 31, 2024 (the “Filing”), it no longer complies with Nasdaq’s Listing Rules (the “Rules”), specifically Listing Rule 5250(c)(1), for continued listing. Under the Rules, the Company has 60 calendar days to submit a plan to regain compliance, and if Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the Filing’s due date, or until October 13, 2025, to regain compliance. Please note that any subsequent periodic filing that is due within the 180-day exception period must be filed no later than the end of the period.
The delay in filing is primarily due to LPC’s acquisition of certain assets of CMS in November 2024 (the “November Transaction”), approximately six weeks before the end of LPC’s fiscal year for approximately $1 million out of the bankruptcy proceedings of CMS’s former parent company. LPC is actively working with its independent auditor to address outstanding matters and complete the filing of its Form 10-K as quickly as possible. The key areas under review are:
| ● | The<br> audit of CMS’s historical revenue recognition practices prior to the November Transaction; and |
|---|---|
| ● | The<br> determination of a gain associated with the December 31, 2024 valuation of the acquired CMS assets, based on their performance since<br> the November Transaction. |
As of March 17, 2025:
| ● | LPC<br> had collected roughly $1.7 million of the CMS receivables that were part of the November Transaction; and |
|---|---|
| ● | CMS<br> had received nearly $3 million in new orders since the closing of the November Transaction. |
AboutLaser Photonics Corporation
Laser Photonics is a vertically integrated manufacturer and R&D Center of Excellence for industrial laser technologies and systems. Laser Photonics 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. As a result, Laser Photonics has gained a reputation as a leader in industrial laser systems with a brand that stands for quality, technology and product innovation. Currently, world-renowned and Fortune 1000 manufacturers in the aviation, automotive, medical, defense, energy, maritime, nuclear and space industries are using Laser Photonics’ “unique-to-industry” systems. For more information, visit https://www.laserphotonics.com.
CautionaryNote Concerning Forward-Looking Statements
Thispress release contains “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, asamended, 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 releaseand involve a number of risks and uncertainties, which may cause results and uses of proceeds to differ materially from those indicatedby 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 statementsto reflect events or circumstances after the date of this press release except as required by applicable laws or regulations.
InvestorRelations and Media Contact:
Brian Siegel, IRC®, M.B.A.
Senior Managing Director
Hayden IR
(346) 396-8696
laser@haydenir.com