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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): May 22, 2025

 

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.)

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On May 22, 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 it had not received the Company’s Form 10-Q for the period ended March 31, 2025, and because the Company remains delinquent in filing its Form 10-K for the period ended December 31, 2024 (the “Initial Delinquent Filing”), the Company does not comply with Nasdaq’s Listing Rules for continued listing. Nasdaq stated that in accordance with its letter dated April 16, 2025, the Company has until June 16, 2025, to submit a plan to regain compliance with respect to these delinquent reports. Nadaq can grant an exception to allow the Company to regain compliance up to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or October 13, 2025.

 

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.

 

  99.1 Press Release Issued by Laser Photonics Corporation dated May 29, 2025.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

 

  99.1 Press Release Issued by Laser Photonics Corporation dated May 29, 2025
     
  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: May 29, 2025 Laser Photonics Corporation
     
  By: /s/ Wayne Tupuola
    Wayne Tupuola
    President and CEO

 

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Exhibit 99.1

 

 

Laser Photonics Received NASDAQ Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

 

Orlando, Fla., May 29, 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 May 22, 2025, it received a notice from Nasdaq Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that since it had not received the Company’s Form 10-Q for the period ended March 31, 2025 (“1Q25”), and because the Company remains delinquent in filing its Form 10-K for the period ended December 31, 2024 (the “Initial Delinquent Filing”), the Company does not comply with Nasdaq’s Listing Rules for continued listing. Nasdaq stated that in accordance with its letter dated April 16, 2025, the Company has until June 16, 2025, to submit a plan to regain compliance with respect to these delinquent reports. Nasdaq can grant an exception to allow the Company to regain compliance up to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or October 13, 2025.

 

The delays in filing the 10-K for 2024 have caused delays to filing the 10-Q for 1Q25 and are 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. Concurrently, the Company is preparing to file its 10-Q for 1Q25. The key areas under review for the audit are:

 

●The audit of CMS’s historical revenue recognition practices under prior ownership prior to the November Transaction

 

●The determination of a gain associated with the December 31, 2024 valuation of the acquired CMS assets, based on their performance since the November Transaction.

 

About Laser 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.

 

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.

 

Investor Relations and Media Contact:

 

Brian Siegel, IRC®, M.B.A.

Senior Managing Director

Hayden IR

(346) 396-8696

[email protected]