LASE Corp S-1/A, filed Sep 9, 2026
LASE Corp. (LASE)
As filed with the Securities and Exchange Commission on September 9, 2026
Registration Statement No. 333-298783
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
FORM S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| LASER PHOTONICS CORPORATION |
| (Exact name of Registrant as specified in its charter) |
| Delaware | 3690 | 84-3628771 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
250 Technology Park
Lake Mary, Florida 32746
(407) 804-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Wayne Tupuola, CEO
250 Technology Park
Lake Mary, Florida 32746
(407) 804-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Ernest M. Stern, Esq. | John J. Hart, Esq. | |
| CM Law LLP | Joseph Masiello, Esq. | |
| 1701 Pennsylvania Avenue, N.W. | Ellenoff Grossman & Schole LLP | |
| Suite 200 | 1345 Avenue of the Americas, 11th Floor | |
| Washington, D.C. 20006 | New York, NY 10105 | |
| (202) 580-6500 | (212) 370-1300 |
Approximate Date of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
| 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 to Section 7(a)(2)(B) of the Securities Act. ☒
This Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Laser Photonics Corporation (the “Company” or “we”) hereby amends its Registration Statement on Form S-1 as filed with the Securities and Exchange Commission (the “Commission”) on September 4, 2026, and amended on September 9, 2026 (this “Registration Statement”) to amend Exhibit 5.1 to add the maximum number of shares of common stock of the Company and the maximum number of warrants to acquire shares of the Company’s common stock set forth in set forth in the Registration Statement.
EXHIBIT INDEX
#To be filed by amendment
* Provided herewith.
+ Indicates a management contract or compensatory plan.
† Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lake Mary, Florida, on September 9, 2026.
| LASER PHOTONICS CORPORATION | ||
| By: | /s/ Ann Tewari | |
| Ann Tewari | ||
| Interim President | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ann Tewari as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| /s/ Ann Tewari | Interim President (Principal Executive | September 9, 2026 | ||
| Ann Tewari | Officer) | |||
| /s/ TimothyA Peterman | Acting Chief Financial Officer | September 9, 2026 | ||
| Timothy A. Peterman | (Principal Financial and Accounting Officer) | |||
| /s/ Tim Miller | Director | September 9, 2026 | ||
| Tim Miller | ||||
| /s/ Troy Parkos | Director | September 9, 2026 | ||
| Troy Parkos | ||||
| /s/ Qing Lu | Director | September 9, 2026 | ||
| Qing Lu |
Exhibit 5.1
 |
Ernest M. Stern | PARTNER 1701 Pennsylvania Ave., N.W. Suite 200 Washington, D.C. 20006 Office: 844.285.4263 Ext. 758 Cell: 301.910.2030 estern@cm.law |
September 9, 2026
Laser Photonics Corporation
250 Technology Park
Lake Mary, Florida 32746
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as counsel for Laser Photonics Corporation., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1, as may be amended (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “Act”), of up to 7,142,857 shares (the “Shares”), of common stock, par value $0.001 per share (“Common Stock”), of the Company, and/or pre-funded warrants to purchase up to 7,142,857 shares of our Common Stock (the “Pre-Funded Warrants”), with accompanying series B-1 warrants to purchase up to 7,142,857 shares of our Common Stock (the “series B-1 warrants”) and series B-2 warrants to purchase up to 7,142,857 shares of our Common Stock (the “series B-2 warrants”) (the series B-1 warrants and the series B-2 warrants are collectively referred to as the “Common Warrants”) and up to 500,000 shares of Common Stock underlying the placement agent warrants to be issued to designees (or their assignees) of H.C. Wainwright & Co., LLC, the placement agent (the “Placement Agent”) in connection with the closing of this financing (the shares of Common Stock underlying the Common Warrants, the Pre-Funded Warrants and the Placement Agent Warrants collectively referred to as the “Warrant Shares”).
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares and Warrant Shares have been duly authorized and, if duly issued and sold against the payment thereof in accordance with the terms of the Common Stock, Common Warrants, Pre-Funded Warrants and Placement Agent Warrants, would be validly issued, fully paid and nonassessable:
Our opinions are subject to: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; and (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought. We express no opinion or confirmation as to federal or state securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit laws, FINRA rules or stock exchange rules (without limiting other laws excluded by customary practice).
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
| /s/ CM Law LLP | |
| CM Law LLP |