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): August 30, 2024
LaserPhotonics 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
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered |
|---|---|---|
| Common<br> Stock | LASE | The<br> NASDAQ Stock Market LLC |
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<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☒
Item5.07 - Submission of Matters to a Vote of Security Holders.
Our 2024 annual meeting of stockholders was held on August 30, 2024. At the annual meeting our stockholders: (a) elected four directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; and (b) ratified the Board of Directors’ selection of M&K CPAS, PLLC as our independent registered public accountants to audit our financial statements for the 2024 fiscal year.
There were 12,270,427 shares of our common stock, par value $0.001 per share, outstanding and eligible to vote at the annual meeting as of the close of business on July 1, 2024, the record date for determining stockholders entitled to vote at the meeting. There were 8,802,706 shares of common stock, or 71.74% of the shares of common stock outstanding and entitled to vote at the annual meeting, represented at the meeting either in person or by proxy. The following tables show the votes cast by our stockholders and any abstentions with respect to the matters presented to stockholders for a vote at the meeting. Information is also provided as to broker non-votes. A “broker non-vote” occurs when a stockholder whose shares are held in “street name” in a brokerage account or similar account does not instruct the stockholder’s broker or other nominee in whose name the shares are registered how to vote on a matter as to which brokers and nominees are not permitted to vote without instructions from their client.
Electionof Directors
Each of the following nominees were elected as directors by the following vote:
| Nominee | Votes For | Votes Withheld |
|---|---|---|
| Wayne<br> Tupuola | 8,722,693 | 9,477 |
| Tim<br> Miller | 8,714,333 | 17,837 |
| Troy<br> Parkos | 8,714,420 | 17,750 |
| Carlos<br> M. Gonzalez | 8,710,892 | 21,278 |
In addition, there were 70,536 broker non-votes with respect to the election of each of the above director nominees.
Ratificationof Appointment of Independent Registered Public Accountants
The appointment of M&K CPAS, PLLC as our independent registered public accountants for the fiscal year ending December 31, 2024 was ratified by the following vote:
| Shares Voted | ||
|---|---|---|
| For | 8,792,786 | |
| Against | 9,818 | |
| Abstain | 102 |
There were no broker non-votes on this matter.
Item7.01. Regulation FD Disclosure.
On September 3, 2024, the registrant (“Laser Photonics”) issued a press release announcing the results of the votes cast at its annual meeting of stockholders as set forth in Item 507, above, of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
In accordance with General Instruction B.2 of this Current Report on Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by RDE that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
Item9.01 - Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release dated September 4, 2024 |
| 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> September 4, 2024 | LASER PHOTONICS CORPORATION | |
|---|---|---|
| By: | /s/ Wayne Tupuola | |
| Wayne<br> Tupuola | ||
| President<br> and Chief Executive Officer |
| -3- |
| --- |
Exhibit 99.1
LaserPhotonics Announces 2024 Annual Shareholder Meeting Results
ORLANDO,Sept. 4, 2024 – Laser Photonics Corporation (LPC) (NASDAQ: LASE), a leading global industrial developer of laser systems for cleaning and other material processing applications, today announced results of its August 30, 2024 Shareholder Annual Meeting.
The company’s 4 director nominees (Wayne Tupuola, Tim Miller, Troy Parkos, Carlos M. Gonzalez) were re-elected to one-year terms expiring at the at the annual meeting of stockholders of the company in 2025, or until their successors are elected and qualified.
Shareholders also voted to ratify the selection of M&K CPAS as LPC’s independent registered public accounting firm for the 2024 fiscal year.
“We appreciate all our shareholders for their active involvement and continued support. The year 2023 brought both challenges and opportunities, allowing us to strategically position Laser Photonics for future advancements and growth. With the right products, team, and strategy, we are confident in achieving significant success in 2024 and beyond,” said Wayne Tupuola, CEO of LPC.
The final results have been verified by the independent inspector of elections.
CautionaryNote 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.
AboutLaser 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, maritime, nuclear and space industries are using Laser Photonics’ “unique-to-industry” systems. For more information, visit https://www.laserphotonics.com.
InvestorRelations Contact:
laser@haydenir.com
MediaContact:
Karla Kizzort
Marketing Specialist
Laser Photonics Corporation
kkizzort@laserphotonics.com