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): March 27, 2023
| Laser Photonics Corporation | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 000-56166 | 84-3628771 |
| --- | --- | --- |
| (State of other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 1101 N. Keller Rd.<br><br>Suite G<br><br>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 March 27, 2023, the Board of Directors of the registrant (“Laser Photonics”) appointed Peter A. Evans, age 59, to be its Acting President of Laser Photonics to assist the company in its next growth phase both domestically and internationally. Wayne Tupuola will remain as CEO and Chairman of the Board of Laser Photonics. Since April 2022, Mr. Evans founded a technology company, Sentral Tech Inc., a company focused on spatial analytics aolutions. From April 2021 to April 2022 Mr. Evans was President and CEO of Applied Process Inc., a mining and metals company providing austempering process and heat-treating process services in ferrous materials and from January 2017 to February 2022 he served as President and Head of NAFTA Sales for Veritas USA, a subsidiary of Veritas AG, a developer and manufacturer of fluid, thermal and sealing materials for the automobile industry. From October 2011 to October 2015 Mr. Evans was Global VP, Sales & Marketing, for Preco Electronics, a company manufacturing various electronic products for industrial customers and from October 2008 to October 2010 was VP NAFTA for Benecke-Kaliko AG, a company that develops and manufactures technical and decorative surfaces for the automobile industry. Mr. Evans received a BAA degree and an MSA degree from Central Michigan University.
In connection with his appointment as Acting President, Mr. Evans entered into an employment agreement under which he will receive an annual base salary of $160,000, a signing bonus of $40,000, a monthly automobile allowance of $2,000 during a six month transition period and a cash bonus of 1% of all sales closed in the six month transition period. Mr. Evans also will be eligible for the award of stock options under the terms of Laser Photonics’ 2019 Stock Incentive Plan. The six month transition period is to allow Laser Photonics and Mr. Evans to prepare for his role as President and CEO of Laser Photonics. The foregoing is a summary of the terms of the employment agreement with Mr. Evans and is qualified in its entirety by the Offer of Employment Agreement attached hereto and incorporated herein as Exhibit 10.1 to this Current Report on Form 8-K.
On March 30, 2023 the Company entered into a separation agreement with Tim Schick, CFA, the Company’s CFO. Under the terms of the separation agreement that included standard confidentiality and non-disparagement provisions, Mr. Schick received a severance payment of $120,000 and 25,000 shares of the Company’s common stock.
Laser Photonics issued a press release on March 30, 2023 addressing these changes in management, a copy of which is attached hereto and incorporated herein as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibits
| 10.1 | Offer of Employment Agreement dated March 15, 2023 between Laser Photonics Corporation and Peter A. Evans |
|---|---|
| 99.1 | Press Release dated March 30, 2023 |
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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.
| LASER PHOTONICS CORPORATION | ||
|---|---|---|
| Date: April 4, 2023 | By: | /s/ Wayne Tupuola |
| Wayne Tupuola | ||
| CEO | ||
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laser_ex101.htm EXHIBIT 10.1
March 15, 2023
Via Email (petrsoj@gmail.com)
Peter A. Evans
1438 Hunters Lake Drive
Milford, MI 48380
Re: Offer of Employment with Laser Photonics Corporation (“Laser Photonics” or the “Company”)
Dear Mr. Evans:
We are pleased that you are considering joining us to help build a world-class photonics-based industrial products and solutions company focusing primarily on disruptive laser cleaning technologies. This offer letter is intended to outline some key aspects of your employment with us and is based on a full-time commitment for employment with Laser Photonics. Please indicate your acceptance of this offer and confirm your start date, signing and returning this letter agreement to me by March 25, 2023.
| Start Date: | March 27, 2023 |
|---|---|
| Position Title: | Acting President, reporting to the CEO |
| Job Duties: | In your capacity as Acting President, you will have responsibility for oversight over the daily business of the Company and assisting the CEO of the Company in all aspects of the Company's operations, including sales, finances, regulatory compliance, recruitment of key employees, public relations, relationships with key suppliers, maintaining and improving manufacturing capacity and standards, engagement with the Board of Directors and relationships with the shareholders, investment banks and the regulators. |
| Time Commitment | You are expected to work a minimum of 40 hours a week. Our regular business hours are from 9:00 a.m. to 6:00 p.m., Monday through Friday, and you are expected to work onsite for 20 hours each week unless you are out of town on business for Laser Photonics in which case the remote work may exceed 20 hours during such weeks. |
| Base Salary: | Initially, you will receive an annualized base salary of $160,000, paid bi-weekly. This is an exempt position, and the salary is subject to deductions for taxes and other required withholdings. Your base salary will be reevaluated after an initial Transition Period – and thereafter on an annual basis – and subject to an increase based on an evaluation of your performance and the financial condition of Laser Photonics. |
| Signing Bonus | You will receive a signing bonus of $40,000. |
| Performance Bonus | You will receive a cash bonus equal to 1% of all sales closed during the Transition Period. |
| Stock Options: | You will be eligible following the Transition Period to receive ISOs under Laser Photonics’ 2019 Stock Incentive Plan, with an exercise price equal to the current FMV of our stock as of your start date, and with accelerated vesting in the event of a change in control. |
1101 N Keller Rd., Ste. G Orlando, FL 32810 USA
www.laserphotonics.com • info@laserphotonics.com
Tel: 407-804-1000 • Fax: 407.804.1002
| Bonus Potential: | You will be eligible for additional awards of cash and/or stock based on the factors determined by our Board of Directors for that year. |
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| Paid Time Off: | You will be eligible for five (5) paid vacation days during your first year, 10 paid vacation days after your first full year of service, and 15 paid vacation days every year thereafter. Vacation time is payable as taken and does not accrue. You are also eligible for three (3) paid time off, sick, or personal (“PTO”) days. |
| Car Payment: | You will receive reimbursement of $2,000 per month during the Transition Period for the cost of an automobile for your business and personal use. |
| Relocation: | Following the transition period you will receive an amount to be mutually agreed to in an executive employment agreement, not reportable in your W-2 wages, to assist with your householding in the Orlando area. |
| Transition Period | It is the intention of Laser Photonics that you will be promoted to the position of President and CEO after a transition period of six (6) months (“Transition Period”). The role of CEO will necessitate substantial knowledge and understanding of the operations of Laser Photonics, which the Company expects you will gain during the transition period. Subsequently, you and Laser Photonics will discuss a compensation package to include a higher base salary and additional stock-based compensation under Laser Photonics’ 2019 Stock Incentive Plan. |
| Benefits: | You will be eligible for standard company benefits upon starting employment. |
| Performance Review: | Performance will be formally reviewed annually. Compensation and bonus structure will be re-evaluated at such time; however, there is no guarantee that compensation and/or bonus structure will change at any given time. |
| Confidentiality: | You acknowledge that in the course of your employment, you will have access to and be entrusted with confidential information. You agree that you shall not, either while employed by Laser Photonics or thereafter, use or disclose to any person any confidential information of the Company. |
| Governing Law: | This letter agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. |
| Arbitration: | The parties agree that any controversy, claim, or dispute arising out of or relating to this Agreement, or the breach thereof, or arising out of or relating to the employment of the Employee, or the termination thereof, including any claims under federal, state, or local law, shall be resolved by arbitration in Orlando, Florida in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association. The parties agree that any award rendered by the arbitrator shall be final and binding, and that judgment upon the award may be entered in any court having jurisdiction thereof. |
| Invalidity: | In case any provision of this letter agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. |
| Amendment: | This letter agreement may be amended or modified only by a written instrument executed by both the Company and you. |
1101 N Keller Rd., Ste. G Orlando, FL 32810 USA
www.laserphotonics.com • info@laserphotonics.com
Tel: 407-804-1000 • Fax: 407.804.1002
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Your employment with Laser Photonics is at-will and either party can terminate the relationship at any time with or without cause and with or without notice. You will be bound by all Laser Photonics policies and procedures in effect during your employment.
This offer is contingent upon satisfactory assessment of pre-employment checks, including Form I-9 and reference and/or background checks. Further, this letter represents the entire agreement between you and Laser Photonics, and no verbal or written agreements, promises, or representations not specifically stated in this offer, are or will be binding upon Laser Photonics.
We are excited to have you join the Laser Photonics team.
Sincerely,
/s/ Wayne Tupuola
Wayne Tupuola
President
READ AND AGREED TO:
| /s/ Peter A. Evans | 3/27/2023 |
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| Peter A. Evans | Date |
[Laser Photonics’ Offer Letter to Peter A. Evans]
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laser_ex991.htm EXHIBIT 99.1
Laser Photonics Provides Corporate Update
Provides preliminary 2022 revenue and gross profit results
Announces Senior Management Changes
**Orlando, FL March 30, 2023 –**Laser Photonics Corporation (NASDAQ: LASE), (“LPC”), a leading global developer of CleanTech laser systems for laser cleaning and other materials applications, today announced several corporate updates.
Update on 2022 Results
Wayne Tupuola, CEO of Laser Photonics commented: “We are working diligently to complete our audit as quickly as possible. Over the past week, we have been reviewing the classification of certain expenses incurred during the fourth quarter related to our IPO. We will move forward with reporting our full results and filing our 10-K once the audit has been completed.”
| Preliminary Results |
|---|
| | FY22 | FY21 |
| Revenue | $4.9 | $4.2 |
| Gross Profit | $3.5 | $2.6 |
Changes in Senior Management
The Company also announced two changes to its senior management team to help take it to the next stage of growth. Peter Evans has joined LPC as acting president, effective immediately. In his role, he will build out the Company’s sales, business development, finance and accounting infrastructure to drive and support the LPC’s growth initiatives.
Tupuola commented: “I’d like to welcome Peter to the Laser Photonics team. Peter’s unique business management perspective comes from serving as CEO, President, Vice President and other senior roles in sales, marketing, operations, business planning and product development throughout his extensive career, focusing on high-tech, disruptive products serving many industries including automotive manufacturing, heavy duty, oil & gas, mining, construction and agriculture.”
“I’m excited to join Laser Photonics at this early stage in its growth,” said Evans. “The Company has a massive opportunity to disrupt the existing market for corrosion control. I intend to leverage my experience in many of its key target verticals to increase penetration of its technologies within these markets.”
Evans most recently was the president and CEO of Applied Process, which is an Aalberts Company. He was responsible for over 200 employees and oversaw 5 manufacturing sites throughout North America. Prior to that he was the President of Veritas USA Corporation/Head of NAFTA Sales. In addition, Peter worked for Preco Electronics where he held the title of global vice president of sales and marketing and was the vice president of NAFTA at Beneke Kaliko (Continental Automotive).
Peter holds both a master’s degree and bachelor’s degree from Central Michigan University. He has also been honored to attend some of the top Leadership programs in the U.S. and Globally including The Center for Creative Leadership, Duke University Fuqua School of Business Leadership Program and the Continental Executive Leadership Program.
Additionally, the Company announced Timothy Schick, chief financial officer, has entered into a separation agreement with the Company, including a severance package of cash and stock, effective March 27, 2023. The Company has initiated an active search for a CFO.
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 several 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.
Investor and Public Relations Contact:
laser@haydenir.com
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