Laser Photonics Corp
For the period ended Jun 3, 2026. Filed Jun 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2026 · Filed Jun 3, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
Laser Photonics Corporation
(Name of registrant as specified in its charter)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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| (4) | Date Filed: __________________________________________________________ |
250 Technology Park
Lake Mary, FL 32746
June 3, 2026
Dear Fellow Shareholder:
You are cordially invited to attend a special meeting of the shareholders of Laser Photonics Corporation (the “Company”) and any adjournments, postponements or continuations thereof (the “Special Meeting”). The Special Meeting will be held on Friday, June 26, 2026, virtually athttps://edge.media-server.com/mmc/go/lase2026sgm at 12:00 PM Eastern Time.
The matters to be voted on at the Special Meeting by the holders of our Common Stock, par value $0.001per share (“Common Stock”), are (i) the approval of the transactions set forth in the warrant inducement agreement dated March 15, 2026, between the Company and four existing warrant holders of Series A and Series B warrants and the (ii) the approval of the transactions set forth in the warrant purchase agreement dated April 26, 2026, between the Company and nine warrant holders of Series A-1 and A-2 warrants. We may also transact such other business that may properly come before the Special Meeting.Our Board recommends that you vote in accordance with our Board’s recommendations on all proposals using the enclosed proxy card.
Shareholders of record at the close of business on May 13, 2026, are entitled to notice of and are cordially invited to attend this Special Meeting, or any adjournments or postponements thereof.
Whether or not you plan to attend the Special Meeting, we encourage you to vote as soon as possible so that your shares are represented. We urge you to vote TODAY by completing, signing and dating the enclosed proxy card and promptly mailing it in the postage pre-paid envelope provided or following the instructions on the enclosed proxy card to vote via the Internet or by fax. Returning your proxy card will not prevent you from attending the Special Meeting but will ensure that your vote is counted if you are unable to attend in person.
The Notice of Internet Availability of Proxy Materials (the “Notice”) and proxy card will be mailed to shareholders on or about June 5, 2026.
On behalf of everyone at Laser Photonics Corporation, we are grateful for your continued trust and support. Thank you for being a Laser Photonics shareholder.
By order of the Board of Directors,
/s/ Wayne Tupuola
Wayne Tupuola
Chairman and Chief Executive Officer
Lake Mary, Florida
June 3, 2026
250 Technology Park
Lake Mary, FL 32746
June 3, 2026
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Shareholders of Laser Photonics Corporation:
The Special Meeting of Shareholders of Laser Photonics Corporation (including any adjournments, postponements or continuations thereof, the “Special Meeting”) will be held at 12:00 PM Eastern Time on Friday, June 26, 2026, virtually athttps://edge.media-server.com/mmc/go/lase2026sgm. As a shareholder, you will be able to attend and participate in the Special Meeting virtually and will have the opportunity to listen to the meeting live, submit questions and vote.
As described more fully in the Company’s proxy statement detailing the business to be conducted at the Special Meeting (the “Proxy Statement”), at the Special Meeting, the holders of our common stock, par value $0.001 per share (“Common Stock”) will be asked to:
| (1) | Approve the warrant inducement agreement dated March 15, 2026 (the “March Warrant Inducement Agreement”); |
| (2) | Approve the warrant inducement agreement dated April 26, 2026 (the “April Warrant Inducement Agreement”(the March Warrant Inducement Agreement and the April Warrant Inducement Agreement collectively referred to as the “Warrant Inducement Agreements”) and; |
| (3) | Transact any other business that may properly come before the Special Meeting. |
Shareholders of record at the close of business on May 13, 2026, are entitled to notice of, and to vote at, the Special Meeting. Such shareholders are urged to submit the enclosed proxy card, even if their shares were sold after such date.
The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available athttps://edge.media-server.com/mmc/go/lase2026sgm.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Special Meeting, we hope you will vote as soon as possible so that your voice is heard. We urge you toVOTE TODAY by following the instructions on the enclosed proxy card to vote by the Internet or fax or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Returning the proxy does not deprive you of your right to attend and to vote your shares at the Special Meeting in person. More information on voting your proxy card and attending the Special Meeting can be found in the accompanying Proxy Statement. Please refer to “Proxy Voting Summary” on page 1 of the Proxy Statement and the instructions on the proxy card. If you are the beneficial owner of your shares (that is, you hold your shares in “street name” through an intermediary such as a broker, bank or other nominee), you will receive instructions from your broker, bank or other nominee as to how to vote your shares or submit a proxy to have your shares voted. We urge you to instruct your broker, bank or other nominee to vote your shares “FOR” Proposal 1 using the enclosed proxy card.
OUR BOARD STRONGLY RECOMMENDS VOTING “FOR” PROPOSAL 1 AND PROPOSAL 2 USING THE ENCLOSED PROXY CARD.
By Order of the Board of Directors,
Wayne Tupuola
President and Chief Executive Officer
PROXY STATEMENT FOR
SPECIAL MEETING OF SHAREHOLDERS OF
LASER PHOTONICS CORPORATION
This proxy statement (this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Laser Photonics Corporation, a Delaware corporation (“Laser Photonics ,” the “Company,” “we,” “us,” or “our”), for the Special Meeting of Shareholders scheduled to be held on June 26, 2026 (including any adjournments, postponements or continuations thereof, the “Special Meeting”) at 12:00 PM, Eastern Time. The Special Meeting will be held in a virtual format only, via a live webcast.
Only shareholders of record at the close of business on May 13, 2026 (the “Record Date”) are entitled to receive the Notice and to vote at the Special Meeting. As of the Record Date, there were 38,568,263 shares of the Company’s common stock, par value $0.001per share (“Common Stock”) issued and outstanding and entitled to vote at the Special Meeting. This Proxy Statement and accompanying form of proxy card were first mailed or given to shareholders on or about June 5, 2026.
| PROXY STATEMENT | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS | 3 |
| CORPORATE GOVERNANCE | 9 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 13 |
| EXECUTIVE COMPENSATION | 14 |
| PROPOSAL 1 –APPROVAL OF THE MARCH WARRANT INDUCEMENT AGREEMENT | 25 |
| PROPOSAL 2 –APPROVAL OF THE APRIL WARRANT INDUCEMENT AGREEMENT | 26 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.