Laser Photonics Corp

S-11 forms-1.htm S-1

Registration Statement No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

1101 N. Keller Road, Suite G

Orlando, FL 32810

(407) 804-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Wayne Tupuola, CEO

1101 N. Keller Road, Suite G

Orlando, FL 32810

(407) 804-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ernest M. Stern, Esq.

CM Law PLLC

1701 Pennsylvania Ave., N.W.

Suite. 200

Washington, D. C. 20006

(202) 580-6500

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.

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.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 14, 2025

Up to 3,871,964 Shares of Common Stock

This prospectus relates to the offer and resale by the selling stockholders (the “Selling Stockholders”) identified herein of up to an aggregate of 3,871,964 shares (the “Shares”), of common stock, par value $0.001 per share (“Common Stock”), of Laser Photonics Corporation (the “Company”, “we”, “us” or “our”), that consists of (a) an aggregate of 1,098,902 unregistered shares of Common Stock issued under the terms of a September 2025 Securities Purchase Agreement (the “September 2025 Purchase Agreement”) ,(b) up to an aggregate of 1,098,902 shares of Common Stock that are issuable upon exercise of an unregistered long-term warrant (the “Series A Warrant”) issued under the September 2025 Purchase Agreement, (c) up to an aggregate of 1,098,902 shares of Common Stock that are issuable upon exercise of an unregistered short-term warrant (the “Series B Warrant,” and together with the Series A Warrant, the “Common Warrants”) issued under the September 2025 Purchase Agreement, (d) up to 76,923 shares of Common Stock that are issuable upon the exercise of certain private placement warrants (the “Placement Agent Warrants”, together with the Series A Warrant, and the Series B Warrant, the “Warrants”) issued to designees of H.C. Wainwright & Co., LLC, our placement agent (the “Placement Agent”) pursuant to an engagement letter in connection with the September 2025 Purchase Agreement and the offering contemplated thereunder, (e) 418,000 shares of Common Stock issued to Hudson Global Ventures, LLC (“Hudson Global”) under the terms of a Securities Purchase Agreement dated August 28, 2025 (the “Hudson Global SPA”), between us and Hudson Global in connection with a note financing in the principal amount of $455,000 and (f) shares issuable under a warrant for 157,258 shares of Common Stock at a conversion price of $4.34 per share subject to customary adjustments (the “Hudson Warrant”) issued under the Hudson Global SPA. The 1,098,902 shares of Common Stock, and the Common Warrants were issued and sold to certain accredited investors in a private placement that closed on September 30, 2025, as further described below under “Prospectus Summary — Recent Developments — September 2025 Private Placement” and the 418,000 shares of Common Stock and the Hudson Warrant were issued to Hudson Global under the terms of Hudson Global SPA.

The Shares will be resold from time to time by the Selling Stockholders listed in the section titled “Selling Stockholders” beginning on page 9.

The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholders may sell any, all or none of the Shares offered by this prospectus, and we do not know when or in what amount the Selling Stockholders may sell their Shares hereunder following the effective date of this registration statement. We provide more information about how a Selling Stockholder may sell its Shares in the section titled “Plan of Distribution” on page 15.

We are registering the Shares on behalf of the Selling Stockholders, to be offered and sold by them from time to time. While we will not receive any proceeds from the sale of the Shares by the Selling Shareholders, we may receive cash proceeds equal to the total exercise price of the Common Warrants and the Hudson Warrant to the extent that the Common Warrants or Hudson Warrant are exercised for cash. However, we cannot predict when and in what amounts or if the Common Warrants or Hudson Warrant will be exercised for cash, and it is possible that the Common Warrants and Hudson Warrant may expire and never be exercised or be exercised, if at all, only on a cashless basis, in which each case we would not receive any cash proceeds. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares.

The Common Warrants offered hereby will have an exercise price of $3.40 per share and will be exercisable upon issuance (the “Initial Exercise Date”). The Series A warrants and the Placement Agent Warrants will expire five (5) years from the Initial Exercise Date and the Series B warrants will expire eighteen (18) months from the Initial Exercise Date. The exercise price and number of shares of our Common Stock issuable under the Common Warrants and Placement Agent Warrants are subject to adjustment as described in the Common Warrants and Placement Agent Warrants. This prospectus also relates to the offering of our Common Stock issuable upon exercise of the Common Warrants and Placement Agent Warrants.

Our common stock trades on the Nasdaq Capital Market (“Nasdaq”) under the symbol “LASE”. On October 10, 2025, the last reported sales price of our common stock was $3.90 per share.

We are an “emerging growth company” as defined under the federal securities laws, and, as such, we have elected to comply with reduced reporting requirements for this prospectus and may elect to do so in future filings.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus to read about factors you should consider before investing in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 14, 2025

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