Filing Analysis
Carlos Gonzalez resigned from the Board of Directors of Laser Photonics Corporation, effective August 20, 2026. The resignation was voluntary and occurred without any disagreement regarding the company's operations, policies, or practices.
🚩 Red Flags
- Loss of a director serving on the Audit Committee (though no disagreement was noted).
📋 Key Facts
- Effective date of resignation: August 20, 2026.
- Resigning Director: Carlos Gonzalez.
- The director served on the Compensation Committee, the Nominating and Corporate Governance Committee, and the Audit Committee.
- The resignation was not due to any disagreement with the company's operations, policies, or practices.
Laser Photonics Corp has appointed Rosenfield & Company, PLLC to replace Weinberg & Company, P.A. as its independent auditor for the fiscal year ending December 31, 2026.
🚩 Red Flags
- Auditor change combined with existing 'going concern' language in previous audit reports.
- Presence of substantial doubt regarding the Company's ability to continue as a going concern (as noted in the 2025 audit report).
📋 Key Facts
- Effective date of change: July 20, 2026.
- New Auditor: Rosenfield & Company, PLLC.
- Outgoing Auditor: Weinberg & Company, P.A.
- The previous auditor's report for the year ended December 31, 2025, included an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.
Laser Photonics Corp entered into a warrant inducement agreement to encourage the exercise of existing Series A-5 and A-6 warrants, resulting in approximately $2.47 million in gross proceeds. The transaction involves the issuance of significant new unregistered warrants (Series A-7 and A-8) totaling over 5 million shares.
🚩 Red Flags
- Significant potential dilution: Over 5 million new shares via Series A-7 and A-8 warrants.
- Warrant inducement is often a sign of urgent need for cash or a tactic to avoid future dilution/complexity, but here it results in massive new warrant issuances.
- Cash penalty clause exists if the company fails to meet S-1 filing and effectiveness deadlines.
- Restrictive covenants: 30-day moratorium on issuing new equity/filing registration statements and a 12-month restriction on entering variable rate transactions.
📋 Key Facts
- Entered into warrant inducement agreement on July 16, 2026.
- Existing Series A-5 and A-6 warrants for up to 2,528,572 shares at $0.975/share are being induced to exercise in cash.
- New Series A-7 warrants (up to 800,000 shares) and Series A-8 warrants (up to 4,257,144 shares) issued as inducement.
- Aggregate gross proceeds received: $2,465,357.70.
- H.C. Wainwright & Co., LLC acted as placement agent with a 7.0% cash fee and a placement agent warrant for up to 177,000 shares.
- Company must file an S-1 registration statement within 30 days to register the underlying shares of the new warrants.
Laser Photonics Corp. announced the results of a special meeting where stockholders approved two separate Warrant Inducement Agreements dated March 15, 2026, and April 26, 2026. The approval allows for the execution of terms related to these warrants, which typically involve adjustments to warrant terms in exchange for stockholder consent.
🚩 Red Flags
- Warrant Inducement Agreements often imply potential dilution for existing shareholders through adjusted exercise prices or terms.
- The necessity of two separate inducement agreements in a short period (March and April) suggests ongoing capital structure maneuvering.
📋 Key Facts
- Special meeting held on June 26, 2026, regarding two Warrant Inducement Agreements.
- March 15, 2026 Agreement: Approved with 14,183,036 votes 'FOR' and 106,775 'AGAINST'.
- April 26, 2026 Agreement: Approved with 14,146,320 votes 'FOR' and 143,491 'AGAINST'.
- Quorum was met with 14,300,930 shares (37.08% of outstanding common stock) represented at the meeting.
- Total shares eligible to vote as of May 13, 2026: 38,568,263.
Laser Photonics Corporation terminated its agreement with The CFO Portal, LLC and replaced its interim Principal Financial Officer. Ralph Venegas has been appointed as the new Principal Financial Officer and Acting CFO.
🚩 Red Flags
- Rapid turnover in the CFO role: The previous PFO was an outsourced provider via a Master Services Agreement signed only one month prior (May 7, 2026).
- Cash outflow of $50,000 for termination/waiver of insurance provisions.
- Use of fractional/outsourced financial leadership can sometimes indicate internal control weaknesses or lack of permanent staff.
📋 Key Facts
- Termination of Master Services Agreement (MSA) with The CFO Portal, LLC effective June 24, 2026.
- Roman Franklin (founder/CEO of CFO Portal) was serving as Principal Financial Officer on a six-month term.
- Laser Photonics paid $50,000 to Mr. Franklin for waiving certain termination and insurance provisions.
- Ralph Venegas appointed as Principal Financial Officer and Acting Chief Financial Officer.
- Mr. Venegas previously served at Fonon Quantum Technologies, Inc. (FQTI) and Summit Aerospace, Inc.
Laser Photonics Corp announced that President and CEO Wayne Tupuola is taking a three-month medical leave of absence effective June 16, 2026. Ann Tewari has been appointed as Interim President to lead the company during this period.
🚩 Red Flags
- Sudden departure of the CEO/founder-level figurehead can create leadership uncertainty in micro-cap companies.
- The leave is for 'health reasons,' which introduces key-person risk regarding the duration and nature of the absence.
📋 Key Facts
- Wayne Tupuola (President and CEO) is taking a three-month leave of absence for health reasons.
- Ann Tewari (EVP of Global Operations and Strategy) appointed as Interim President.
- Effective date of leadership change: June 16, 2026.
Laser Photonics Corp received a compliance letter from Nasdaq on June 12, 2026, confirming that the company has regained compliance with Listing Rule 5250(c)(1) after filing its Form 10-Q for the period ended March 31, 2026.
🚩 Red Flags
- The company was previously in non-compliance with Nasdaq filing requirements as of May 21, 2026, indicating a history of delayed financial reporting.
📋 Key Facts
- The company filed its Form 10-Q for the period ended March 31, 2026, on June 11, 2026.
- Nasdaq confirmed compliance with the periodic filing requirement under Listing Rule 5250(c)(1).
- The non-compliance matter initiated by Nasdaq on May 21, 2026, is now officially closed.
Laser Photonics Corp issued a press release detailing financial results and accomplishments for the first quarter ended March 31, 2026. The filing serves as a formal furnishing of the press release under Regulation FD.
📋 Key Facts
- The filing date is June 11, 2026.
- The company is reporting on the quarter ended March 31, 2026.
- A press release (Exhibit 99.1) was issued simultaneously with the filing of the Form 10-Q.
Laser Photonics Corporation (LASE) received a Nasdaq delisting notice on May 21, 2026, due to failure to file its Form 10-Q for the period ended March 31, 2026. The Company has 60 days to submit a compliance plan, with a maximum cure period extending to November 16, 2026. The failure to file a required periodic report raises serious concerns about the company's financial reporting controls and overall operational health.
🚩 Red Flags
- Nasdaq deficiency notice received for failure to file Form 10-Q for Q1 2026 (period ended March 31, 2026)
- Delinquent periodic filing suggests possible breakdown in financial reporting controls or auditor issues
- Maximum compliance cure deadline of November 16, 2026 — delisting risk if not resolved
- As a micro-cap emerging growth company, loss of Nasdaq listing would severely impact liquidity and investor access
- No explanation provided in the filing for why the 10-Q was not filed — lack of transparency is concerning
- Multiple 8-K items filed simultaneously (Items 3.01 and 9.01)
📋 Key Facts
- Nasdaq Listing Qualifications department issued a deficiency notice on May 21, 2026
- Non-compliance reason: failure to file Form 10-Q for the period ended March 31, 2026
- Company has 60 days from notice to submit a plan to regain compliance
- Maximum cure window extends to November 16, 2026 (180 calendar days from due date of the Initial Delinquent Filing)
- Filing was signed by Wayne Tupuola, President and CEO
- Company is listed on Nasdaq under ticker LASE (Common Stock)
- Company is classified as an emerging growth company
- Press release issued May 22, 2026 announced the deficiency notice (Exhibit 99.1)
Laser Photonics Corporation (LASE) has appointed Roman Franklin as its fractional Chief Financial Officer and Principal Financial Officer, effective May 7, 2026. The appointment is governed by a Master Services Agreement with The CFO Portal, LLC, providing for a $22,500 monthly retainer and specific fee structures for complex financial events.
🚩 Red Flags
- The use of a fractional/outsourced CFO for a Nasdaq-listed company suggests potential cost-cutting or difficulty in attracting full-time executive talent.
- The CFO's concurrent role at a religious non-profit may limit his availability and focus on the Company's SEC compliance needs.
- The Master Services Agreement explicitly lists 'restatement support' and 'SEC enforcement response' as services to be invoiced separately, which may indicate anticipated regulatory or accounting challenges.
- The CFO's primary prior public company experience was with an OTC-quoted company (WINR), which may not translate to the rigorous requirements of a Nasdaq listing.
📋 Key Facts
- Appointed Roman Franklin as CFO and Principal Financial Officer on May 7, 2026.
- The engagement is structured as a fractional service through The CFO Portal, LLC, rather than a direct employment agreement.
- Compensation includes a $22,500 monthly retainer, with separate fixed-fee quotes for capital raises, M&A, restatements, and SEC enforcement responses.
- Mr. Franklin concurrently serves as CFO of the Diocese of Central Florida, managing over $100 million in assets.
- Mr. Franklin previously served as President and CFO of Simplicity Esports and Gaming Company (OTCIQ: WINR) from 2017 to 2023.
Laser Photonics Corp entered into a warrant inducement agreement to raise approximately $4 million in gross proceeds by encouraging the cash exercise of 5.7 million existing warrants. To facilitate this, the company issued 11.4 million new unregistered warrants (Series A-5 and A-6) to the holders, significantly increasing the company's potential share dilution.
🚩 Red Flags
- High dilution: The company issued 2 new warrants for every 1 warrant exercised to induce the transaction.
- Cash penalties: The agreement includes financial penalties if the S-1 registration statement is not declared effective within 60-90 days.
- Restrictive covenants: The company is prohibited from entering into variable rate transactions for 12 months.
- High cost of capital: 7% cash fee plus warrants and expense reimbursements to H.C. Wainwright.
📋 Key Facts
- Company received aggregate gross proceeds of $4,000,559.50 from the exercise of Series A-1 and A-2 warrants.
- Existing warrants for 5,715,085 shares were exercised at $0.70 per share.
- As an inducement, the company issued 4,742,860 new Series A-5 warrants and 6,687,310 new Series A-6 warrants.
- New warrants have an exercise price of $0.975 per share and require stockholder approval for issuance of underlying shares.
- H.C. Wainwright & Co. acted as the placement agent, receiving a 7% cash fee ($280,039) and 400,056 placement agent warrants at $0.875 per share.
- The company must file a registration statement within 30 days and faces cash penalties for failure to meet SEC effectiveness deadlines.
Laser Photonics Corporation received a Nasdaq deficiency notice on April 20, 2026, for failing to timely file its 2025 Annual Report (Form 10-K). The company resolved the deficiency by filing the report the following day, leading Nasdaq to close the matter on April 21, 2026.
🚩 Red Flags
- Failure to file a mandatory annual report (Form 10-K) on time.
- Explicit mention of 'accounting issues' that required resolution.
- Recent change in independent registered public accounting firm, which often correlates with financial reporting friction.
📋 Key Facts
- Received Nasdaq notice on April 20, 2026, for non-compliance with Listing Rule 5250(c)(1).
- The delay was attributed to resolving accounting issues raised by a recently engaged independent registered public accounting firm.
- The Form 10-K for the year ended December 31, 2025, was filed shortly after the notice was received.
- Nasdaq sent a follow-up letter on April 21, 2026, confirming the company is back in compliance and the matter is closed.
Laser Photonics Corp amended its bylaws to reduce the quorum requirement for shareholder meetings from a majority to one-third of shares entitled to vote. The company stated this change is intended to facilitate meetings given the high number of retail investors and the decline in broker discretionary voting.
🚩 Red Flags
- Reduction of quorum requirements lowers the threshold for shareholder approval, potentially allowing significant corporate actions to be passed by a smaller minority of shareholders.
📋 Key Facts
- On March 20, 2026, the Board of Directors amended Section 2.6 of the Company's Bylaws.
- The quorum requirement for annual and special meetings was reduced from a majority (50%+) to one-third (33.3%) of shares entitled to vote.
- The amendment was attributed to difficulties in reaching a majority quorum due to a large retail investor base and broker/dealer firms not exercising discretionary voting authority.
Laser Photonics Corp entered into a warrant inducement agreement to raise approximately $1.48 million by significantly reducing the exercise price of existing warrants. In exchange for immediate cash exercise, the company issued 2,747,260 new warrants at the reduced price, resulting in substantial potential dilution.
🚩 Red Flags
- Significant price reset of warrants (68% reduction from $3.40 to $1.08).
- High dilution ratio: issuing two new warrants for every one existing warrant exercised.
- Cash penalty provisions for failure to meet SEC registration deadlines.
- 12-month prohibition on entering into variable rate transactions, often a sign of restrictive financing terms.
- Immediate need for capital indicated by the aggressive inducement terms for a relatively small $1.5M raise.
📋 Key Facts
- Reduced exercise price of 1,373,630 existing Series A and B warrants from $3.40 to $1.08 per share.
- Issued 1,373,630 new Series A-3 warrants (5-year term) and 1,373,630 new Series A-4 warrants (18-month term) at an exercise price of $1.08.
- Received gross proceeds of $1,483,520.40 on March 15, 2026.
- H.C. Wainwright & Co. served as placement agent, receiving a 7% cash fee and 96,154 placement agent warrants at $1.35 per share.
- Company is required to file an S-1 registration statement within 30 days and faces cash penalties for failure to meet effectiveness deadlines.
Laser Photonics Corp. announced the appointment of Ann Tewari as Executive Vice President of Global Operations and Strategy, effective February 2, 2026.
📋 Key Facts
- Ann Tewari appointed as EVP of Global Operations and Strategy on Feb 2, 2026.
- Tewari brings extensive experience from Comtech Communications, Pratt & Whitney (United Technologies), Takata, Northrop Grumman, and Raytheon.
- Compensation includes a $170,000 base salary.
- Performance bonus of up to $100,000 contingent on the Company generating at least $10,000,000 in annual revenue.
- Equity grant: 40,000 shares under the 2019 Stock Incentive Plan, vesting pro rata over three years.
Laser Photonics Corp announced the resignation of its Chief Financial Officer, Carlos Sardinas, effective January 8, 2026. The company has appointed Controller Michael Lockey as the interim Principal Financial and Accounting Officer while searching for a permanent replacement.
🚩 Red Flags
- Sudden departure of the CFO can sometimes signal internal disagreements or unforeseen financial issues.
- Reliance on an interim officer (Controller) indicates a temporary gap in senior leadership.
📋 Key Facts
- Carlos Sardinas resigned as CFO on January 8, 2026.
- Michael Lockey (current Controller) appointed as interim Principal Financial and Accounting Officer.
- Michael Lockey is a CPA with experience in manufacturing and public company financial reporting (Winn Dixie Stores Inc).
- Qing Lu serves as the Chairman of the Audit Committee, recently added to strengthen financial reporting expertise.
Laser Photonics Corp announced the appointment of Weinberg & Company, P.A. to replace M&K CPAS, PLLC as its independent registered public accounting firm, effective December 31, 2025.
🚩 Red Flags
- Auditor change in a micro-cap context can sometimes precede restatements or disagreements, though no disagreement was explicitly reported here.
📋 Key Facts
- New auditor appointed: Weinberg & Company, P.A.
- Outgoing auditor: M&K CPAS, PLLC
- Effective date of change: December 31, 2025
- The company stated there were no disagreements with the previous auditor regarding accounting principles or financial disclosures during the quarter ended September 30, 2025.
- The company requested a letter from M&K to the SEC (Exhibit 16.1) to confirm agreement with the disclosures.
Laser Photonics Corporation has received a compliance notice from Nasdaq, resolving its previous non-compliance regarding periodic filing requirements. The company is now back in compliance with Nasdaq Listing Rule 5250(c)(1) following the submission of its Form 10-Q for the period ended September 30, 2025.
🚩 Red Flags
- Historical non-compliance with periodic filing requirements (indicated by the resolution of the previous notice).
📋 Key Facts
- Received a letter of compliance from Nasdaq on December 30, 2025.
- Compliance achieved via filing of Form 10-Q for the period ended September 30, 2025 (filed Dec 23, 2025).
- The matter regarding non-compliance previously addressed in a November 20, 2025 notice is now officially closed.
Laser Photonics Corporation announced the appointment of Qing Lu to its Board of Directors and as Chairman of the Audit Committee. This follows a board expansion from five to seven members, with Ms. Lu replacing Carlos Gonzalez in the audit committee leadership role.
📋 Key Facts
- Board size expanded from five to seven directors.
- Qing Lu appointed to fill a vacancy on the Board and as Chairman of the Audit Committee.
- Ms. Lu replaces Carlos Gonzalez as Audit Committee Chair.
- Ms. Lu brings significant financial expertise, previously serving as CFO at Addition Financial Credit Union ($3B+ institution) and Farm Credit West ($10B+ institution).
- Ms. Lu is a licensed CPA with an MBA and Master of Accounting.
Laser Photonics Corp filed an amendment to its previous 8-K to clarify that it received a notice of non-compliance from Nasdaq regarding delinquent periodic reporting. The company has failed to file its Form 10-Q for the period ended September 30, 2025.
🚩 Red Flags
- Delinquent periodic reporting (failure to file Form 10-Q for Q3 2025).
- Formal notice from Nasdaq regarding failure to satisfy continued listing standards.
- Potential risk of delisting if compliance is not regained by the extended deadline in May 2026.
📋 Key Facts
- The Company is in non-compliance with Nasdaq Listing Rules due to failure to file Form 10-Q for the period ended September 30, 2025.
- Nasdaq has instructed the company to submit a plan to regain compliance by January 19, 2026.
- The company may be granted up to an additional 180 days (until May 19, 2026) to regain compliance via Nasdaq's exception process.
- This filing is an amendment (Form 8-K/A) intended to correct a previous press release that incorrectly characterized the notice as a 'notice of delisting' rather than a 'notice of non-compliance'.
Laser Photonics Corp received a deficiency notice from Nasdaq due to failure to file its Form 10-Q for the period ended September 30, 2025. The company must submit a plan to regain compliance by January 19, 2026.
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq listing rules
- Failure to file periodic financial reports (Form 10-Q)
- Risk of being delisted from the Nasdaq Stock Market LLC
📋 Key Facts
- Received notice from Nasdaq Listing Qualifications department on November 20, 2025.
- Non-compliance is due to failure to file Form 10-Q for the period ended September 30, 2025.
- Deadline to submit a plan to regain compliance: January 19, 2026.
- Maximum potential extension for compliance: May 19, 2026 (up to 180 days).
Laser Photonics Corp entered into a $4 million private placement agreement to issue 1,098,902 shares of common stock and associated warrants. The deal includes significant restrictive covenants and registration rights obligations.
🚩 Red Flags
- Significant dilution: Issuance of over 1 million new shares plus warrants for up to ~2.2 million additional shares.
- Restrictive Covenants: The company is prohibited from entering into variable rate transactions (including certain ATM offerings) for one year following the registration statement's effectiveness.
- Registration Rights Agreement: Includes liquidated damages if the company fails to meet filing or effectiveness deadlines.
- Warrant Overhang: Large number of warrants (Series A, B, and Placement Agent) will lead to significant future dilution upon exercise.
📋 Key Facts
- Total aggregate gross proceeds: approximately $4 million.
- Securities offered: 1,098,902 shares of Common Stock, Series A Warrants (up to 1,098,902 shares), and Series B Warrants (up to 1,098,902 shares).
- Common stock price: $3.64 per share.
- Series A Warrant exercise price: $3.40; expires 5 years after registration statement effectiveness.
- Series B Warrant exercise price: $3.40; expires 18 months after registration statement effectiveness.
- Placement Agent (H.C. Wainwright & Co., LLC) to receive a 7.0% cash fee plus unregistered warrants for up to 76,923 shares at $4.55 per share.
- The offering is expected to close on September 29, 2025.
Laser Photonics Corp entered into a Note Purchase Agreement (NPA) on September 12, 2025, to issue unsecured promissory notes totaling $2,111,111.12. The financing is highly restrictive and carries significant default penalties.
🚩 Red Flags
- Extremely short-term maturity (3 months) creates immediate liquidity pressure.
- Severe default penalty (120% + 5% monthly escalator) is highly punitive.
- Restrictive covenants effectively freeze the company's ability to raise capital from other sources without permission.
- Mandatory requirement to consummate a PIPE transaction within weeks suggests urgent need for cash and potential dilution risk.
- High OID (10%) indicates expensive, distressed-level financing.
📋 Key Facts
- Total principal amount of Notes: $2,111,111.12
- Original Issuance Discount (OID): 10%
- Net proceeds received by Company: $1,129,400 (after fees and repayment of existing debt)
- Notes are due in 3 months or upon subsequent financing at the holder's option
- Default penalty: 120% of unpaid principal/interest, increasing by 5% every 30 days after default
- Restrictive covenant: Prohibited from issuing debt or equity >$50,000 without consent (with specific exceptions for certain entities)
- Mandatory PIPE transaction required between Oct 5 and Oct 17, 2025, with RBW as exclusive agent
- Preemptive rights granted to Note holders for up to 10% of any new equity securities for the next 18 months
Laser Photonics Corp entered into an agreement to exchange existing warrants from its August 2024 PIPE financing for a significantly larger number of unrestricted common shares. This transaction results in massive dilution for existing shareholders as warrant holders receive 400% of the shares issuable upon exercise.
🚩 Red Flags
- Massive dilution: The exchange converts a potential 0.8 million share issuance into 3.2 million unrestricted shares.
- Full ratchet anti-dilution provisions in the original warrants necessitated this massive settlement, indicating significant downward pressure on stock price since August 2024.
- The '400% of the number of shares issuable' structure is highly dilutive to existing equity holders.
📋 Key Facts
- Exchange Agreement dated September 2, 2025.
- Warrants being exchanged had an exercise price of $4.34 and included a full ratchet anti-dilution provision.
- Original warrants entitled holders to up to 0.8 million shares; new agreement results in the issuance of 3.2 million unrestricted common shares (a 4x increase).
- The company agreed to a 30-day standstill starting September 3, 2025, prohibiting share issuances or registration statement filings.
- Placement agent issued warrants for 56,000 restricted shares at $5.025 per share.
Laser Photonics Corporation closed a convertible note financing with Hudson Global Ventures, LLC on August 28, 2025. The deal includes the issuance of commitment shares, a warrant for 157,258 shares, and a $455,000 secured convertible promissory note.
🚩 Red Flags
- Convertible debt often leads to significant dilution for existing shareholders upon conversion.
- The presence of a fixed conversion price ($4.34) in a micro-cap context can create downward selling pressure as holders seek to realize gains.
- Monthly amortization requirements of $45,818 place immediate cash flow pressure on the company.
📋 Key Facts
- Closed financing with Hudson Global Ventures, LLC on August 28, 2025.
- Issuance of 418,000 common stock commitment shares.
- Issuance of a warrant for 157,258 shares at a conversion price of $4.34 per share (5-year term).
- Issuance of a 12-month secured convertible promissory note with a principal amount of $455,000.
- Note carries an annual interest rate of 12% with monthly amortization payments of $45,818.
- Conversion price for the Note is fixed at $4.34 per share.
- Hudson Global has 'piggyback rights' for conversion shares under the Warrant and Convertible Note.
Laser Photonics Corporation entered into an Asset Purchase Agreement to acquire the assets of Beamer Laser Marking Systems from ARCH Cutting Tools, Inc. The acquisition includes intellectual property and contracts for IR fiber laser marking systems.
🚩 Red Flags
- Related-party transaction: The seller (FQTI) is an affiliate of ICT Investments, LLC, which holds voting control over Laser Photonics.
- Equity dilution: Issuance of 3,000,000 new restricted shares will dilute existing shareholders.
📋 Key Facts
- Acquisition date: August 5, 2025
- Target: Assets of Beamer Laser Marking Systems (division of ARCH Cutting Tools, Inc.)
- Consideration: Issuance of 3,000,000 restricted shares of common stock
- Assets include intellectual property and all existing contracts; the target company had no liabilities.
- Beamer's customer base includes Fortune 100 companies in aerospace, defense, and pharmaceuticals.
Laser Photonics Corporation announced the resignation of Executive Vice President John Armstrong and the appointment of Matthew Nigron as Acting VP of Marketing under a month-to-month consulting agreement.
🚩 Red Flags
- Departure of an Executive Vice President (John Armstrong) can signal internal instability or strategic shifts.
📋 Key Facts
- John Armstrong resigned from his position as Executive Vice President on July 25, 2025.
- Matthew Nigron has been engaged via a Consulting Agreement on a month-to-month basis.
- Nigron will serve as Acting VP of Marketing focusing on laser product marketing and investor relations.
- The goal of the new engagement is to support common stock, enhance the marketing department, and execute growth plans.
Laser Photonics Corp entered into a high-interest business loan agreement with Agile Capital Funding, LLC for $2.1 million. The loan is structured as a Confessed Judgment Promissory Note secured by a blanket lien on all company assets.
🚩 Red Flags
- Extremely high cost of capital (nearly 44% interest relative to principal).
- Confessed Judgment Promissory Note structure increases legal risk for the borrower.
- Blanket lien on all company assets provides significant leverage to the lender.
- Aggressive weekly repayment schedule ($94,500/week) may strain cash flow.
📋 Key Facts
- Loan amount: $2,100,000 principal.
- Total interest payments: $924,000.
- Repayment structure: Weekly principal and interest payments of $94,500 starting July 16, 2025.
- Maturity date: February 18, 2026.
- Administrative fee: $100,000 paid to Agile Capital.
- Collateral: Blanket lien on all Company assets.
- Loan type: Confessed Judgment Promissory Note.
Laser Photonics Corp. reports that it has regained compliance with Nasdaq listing rules following the timely filing of its delinquent Form 10-K and Form 10-Q.
🚩 Red Flags
- History of delinquent financial reporting (Form 10-K and 10-Q).
📋 Key Facts
- The company was previously non-compliant with Nasdaq Rule 5250(c)(1) due to delinquent filings (Form 10-K for FY ended Dec 31, 2024, and Form 10-Q for period ended March 31, 2025).
- Nasdaq had previously set a deadline of June 16, 2025, to submit a compliance plan.
- The company filed its delinquent Form 10-K on June 23, 2025, which resolved the first delinquency.
- The company filed its delinquent Form 10-Q on July 3, 2025, resolving the second delinquency.
- Nasdaq officially notified the company that the matter is now closed and compliance has been regained.
Laser Photonics Corp has regained compliance with Nasdaq's listing requirements regarding its annual filing delinquency following the submission of its Form 10-K for the fiscal year ended December 31, 2024. However, the company remains delinquent in filing its Form 10-Q for the period ended March 31, 2025.
🚩 Red Flags
- Ongoing delinquency: The company is still failing to file its quarterly report (Form 10-Q) for the period ended March 31, 2025.
- History of non-compliance: Previous notice from Nasdaq indicated a failure to meet listing standards due to multiple delinquent filings.
📋 Key Facts
- Company filed its Form 10-K for the fiscal year ended December 31, 2024 on June 23, 2025.
- Nasdaq determined that the company now complies with Rule 5250(c)(1) regarding annual filing requirements.
- The matter regarding the annual filing delinquency is officially closed as of June 24, 2025.
- The company remains delinquent in filing its Form 10-Q for the period ended March 31, 2025.
Laser Photonics Corp has received a notice from Nasdaq regarding its failure to comply with listing rules due to delinquent financial filings (Form 10-K and 10-Q). While Nasdaq granted an extension, the deadline to submit a compliance plan has been moved up significantly to June 20, 2025.
🚩 Red Flags
- Delinquent financial reporting (Form 10-K and 10-Q).
- Imminent deadline (June 20, 2025) to submit a compliance plan to avoid delisting.
- Significant reduction in the timeline granted by Nasdaq for regaining compliance.
📋 Key Facts
- The Company is delinquent in filing its Form 10-K for the period ended December 31, 2024.
- The Company is delinquent in filing its Form 10-Q for the period ended March 31, 2025.
- Nasdaq originally provided a maximum extension to October 13, 2025, to regain compliance.
- On June 13, 2025, Nasdaq notified the Company that the deadline to submit a plan to regain compliance has been moved up to June 20, 2025.
Laser Photonics Corp received a notice from Nasdaq stating it is non-compliant with listing rules due to failure to file its Form 10-K for the period ended Dec 31, 2024, and its Form 10-Q for the period ended March 31, 2025. The company must submit a compliance plan by June 16, 2025.
🚩 Red Flags
- Delinquent financial reporting (Form 10-K and 10-Q).
- Formal delisting notice from Nasdaq.
- Risk of total loss of liquidity if the company fails to regain compliance by October 2025.
📋 Key Facts
- Received Nasdaq notice on May 22, 2025, regarding non-compliance with listing rules.
- Delinquency stems from failure to file Form 10-K (ending Dec 31, 2024) and Form 10-Q (ending March 31, 2025).
- Deadline to submit a plan to regain compliance is June 16, 2025.
- Nasdaq may grant an exception allowing up to 180 days from the initial delinquency due date, potentially extending to October 13, 2025.
Laser Photonics Corp entered into a $1.5 million term loan agreement with Agile Capital Funding, LLC and its affiliate. The loan is secured by a blanket lien on all company assets and requires aggressive weekly repayments.
🚩 Red Flags
- High-frequency repayment schedule ($72k weekly) suggests significant liquidity pressure.
- Use of a 'Confessed Judgment Promissory Note' is highly aggressive and provides lenders with streamlined legal recourse in case of default.
- Blanket lien on all company assets increases risk to equity holders in the event of insolvency.
- High administrative fee ($75,000) relative to principal amount.
📋 Key Facts
- Principal amount: $1,500,000 via Confessed Judgment Promissory Note.
- Repayment schedule: Weekly principal and interest payments of $72,000 starting May 6, 2025.
- Maturity date: November 25, 2025.
- Administrative fee: $75,000 payable to Agile Capital.
- Collateral: Blanket lien on all Company assets (including subsidiary Control Micro Systems Florida, LLC).
- Prepayment penalty: Aggregate interest through the maturity date.
Laser Photonics Corp received a deficiency notice from Nasdaq because it has failed to file its Form 10-K for the fiscal year ended December 31, 2023. The company is now in violation of Nasdaq Listing Rule 5250(c)(1).
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq listing rules.
- Significant delay in financial reporting (missing 2023 Form 10-K).
- Risk of removal from the Nasdaq Stock Market LLC.
📋 Key Facts
- Received notice from Nasdaq on April 16, 2025.
- Failure to file Form 10-K for the year ended December 31, 2023.
- Company has 60 calendar days to submit a plan to regain compliance.
- Nasdaq may grant an exception of up to 180 days from the filing's due date or until October 14, 2024 (per text), subject to acceptance.
Laser Photonics Corp entered into a high-interest term loan agreement with Agile Capital Funding, LLC for $1.05 million to provide immediate liquidity. The loan is secured by a blanket lien on all company assets and carries significant interest costs.
🚩 Red Flags
- Extremely high cost of capital (nearly 50% of principal in interest).
- Blanket lien on all company assets increases insolvency risk for other creditors.
- Aggressive weekly repayment schedule ($54,000/week) may strain cash flow.
- The use of expensive, short-term debt often indicates a lack of access to traditional bank financing.
📋 Key Facts
- Principal amount: $1,050,000
- Total interest cost: $512,000
- Repayment schedule: Weekly principal and interest payments of $54,000 starting February 24, 2025.
- Maturity date: September 1, 2025 (approx. 28 weeks).
- Administrative agent fee: $50,000 paid to Agile Capital.
- Security: Blanket lien on the Company's assets.
- Prepayment penalty: Aggregate actual interest through maturity date.
Laser Photonics Corporation has entered into a Lease Termination Agreement for its Suite 125 office space to reduce ongoing lease expenses. The company will pay a termination fee over five months but expects to save approximately $80,000 in total lease payments for 2025.
📋 Key Facts
- Entered into Lease Termination Agreement with 2701 Maitland Building Associates, LLC on February 9, 2025.
- Termination covers Suite 125 (approx. 7,981 rentable sq. ft.).
- Original lease term was from November 7, 2022, through December 31, 2025.
- Monthly termination fee: $14,912.14 base rent plus operating expenses for five months.
- Estimated savings of approximately $80,000 in lease payments for the year 2025.
- Decision driven by relocation to a long-term lease at 250 Technology Park on July 1, 2024.
Laser Photonics Corporation entered into an Asset Purchase Agreement to acquire the assets of Control Micro Systems, Inc. (CMS), a company currently in Chapter 11 bankruptcy. The acquisition aims to expand Laser Photonics' technology portfolio and market reach into the pharmaceutical manufacturing vertical.
🚩 Red Flags
- Related-party transaction: An affiliate of the company (ICT Investments, LLC) received an 8.5% commission for presenting the opportunity.
- Acquisition from a bankrupt entity involves inherent integration and due diligence risks regarding asset value and continuity.
📋 Key Facts
- Acquisition date: October 31, 2024.
- Total purchase price: $1,050,000 ($950,000 in cash and 14,591 shares of common stock valued at $100,000).
- Acquired assets include all business assets, intellectual property, and contracts of CMS.
- Excluded liabilities: All CMS liabilities regarding the acquired assets except those associated with contracts following the closing date.
- CMS was in voluntary Chapter 11 bankruptcy (Case No. 6:24-bk-02727-LVV).
- ICT Investments, LLC (an affiliate of Laser Photonics) received an 8.5% commission on the fair market value of assets for facilitating the deal.
Laser Photonics Corp is restating its financial statements for the quarters ended March 31, 2024, and June 30, 2024. The restatements stem from an inadvertent filing of unaudited data before independent review and a dispute regarding the accounting treatment of sales/marketing costs paid to an affiliate.
🚩 Red Flags
- Non-reliance on previously issued financial statements (Item 4.02).
- Inadvertent filing of unaudited financial information.
- Accounting disputes regarding transactions with an affiliate (Fonon Corporation).
- Multiple restatements/amendments within a short period (May and September 2024).
- Change in auditor/accounting firm treatment of specific expenses.
📋 Key Facts
- The company determined that Form 10-Q for the quarter ended March 31, 2024 (filed May 15, 2024) and its subsequent 10-Q/A must be relied upon no longer.
- Original filings were inadvertently filed before being reviewed by the outside independent accounting firm, Fruci & Associates II, PLLC.
- The company is restating Q2 2024 (June 30) to correct the treatment of sales and marketing costs paid to an affiliate, Fonon Corporation.
- Costs previously classified as G&A expenses are being reclassified as equity distributions to an affiliate following SEC comments and discussions with current auditors M&K CPAS, PLLC.
- The company has undergone changes in its independent accounting firms, moving from Fruci & Associates II, LLC to M&K CPAS, PLLC.
Laser Photonics Corporation has determined that its previously issued financial statements for the fiscal year ended December 31, 2023, and the quarter ended June 30, 2024, should no longer be relied upon. The restatement stems from an error identified by the predecessor auditor regarding overstated deferred revenue.
🚩 Red Flags
- Non-reliance on previously issued financial statements (Item 4.02) is a significant indicator of internal control weaknesses.
- The error involved revenue recognition/deferred revenue, which is a high-risk area for micro-cap companies and often scrutinized by regulators.
- Change in auditors (Fruci & Associates II to M&K CPAS PLLC) combined with a restatement is a major red flag.
📋 Key Facts
- The Audit Committee determined that financial statements for FY 2023 (Form 10-K) and Q2 2024 (Form 10-Q) are unreliable.
- The error involved an adjusting entry proposed by predecessor auditor Fruci & Associates II, PLLC which overstated deferred revenue.
- Corrective filings (Form 10-K/A and Form 10-Q/A) were filed on August 28, 2024, and September 12, 2024, respectively.
- The company has transitioned from Fruci & Associates II, PLLC to M&K CPAS PLLC as its current independent registered public accounting firm.
Laser Photonics Corp has received a notice from Nasdaq confirming it is back in compliance with listing rules following the timely filing of its Form 10-Q for the period ended June 30, 2024.
🚩 Red Flags
- Previous non-compliance notice regarding timely financial reporting (August 20, 2024).
📋 Key Facts
- The Company filed its Form 10-Q on August 29, 2024.
- Nasdaq had previously issued a notice of noncompliance on August 20, 2024, due to the late filing.
- As of September 3, 2024, Nasdaq has confirmed the Company is in compliance with listing rules for continued listing.
Laser Photonics Corp held its 2024 annual meeting of stockholders on August 30, 2024. The company successfully elected four directors and ratified the appointment of M&K CPAS, PLLC as independent auditors for the 2024 fiscal year.
📋 Key Facts
- Annual meeting held on August 30, 2024.
- Four directors elected: Wayne Tupuola, Tim Miller, Troy Parkos, and Carlos M. Gonzalez.
- M&K CPAS, PLLC ratified as independent registered public accountants for the fiscal year ending December 31, 2024.
- 71.74% of outstanding shares (8,802,706 shares) were represented at the meeting via in-person or proxy votes.
Laser Photonics Corp announced the resignation of Shara Pathak from its Board of Directors and her subsequent replacement by Tim Miller, a veteran in the laser manufacturing industry.
🚩 Red Flags
- None identified; resignation was stated to be amicable with no disagreements reported.
📋 Key Facts
- Shara Pathak resigned as a member of the Board of Directors effective August 22, 2024.
- Ms. Pathak served as Chairman of the Compensation Committee and was a member of the Nominating and Corporate Governance Committee and Audit Committee.
- The resignation was stated to be without any disagreement regarding operations, policies, or practices.
- Tim Miller has been appointed to fill the vacancy and will serve as Chairman of the Compensation Committee.
- Tim Miller is the founder/former CEO of Control Micro Systems, Inc. (CMS), which was sold for over $10 million in 2019.
Laser Photonics Corporation received a notice from Nasdaq stating it is non-compliant with listing rules due to failure to file its Form 10-Q for the period ended June 30, 2024. The company has been granted 60 days to submit a compliance plan.
🚩 Red Flags
- Delisting notice from Nasdaq due to failure to meet periodic reporting requirements (Form 10-Q).
- Potential for significant trading volatility or loss of liquidity if the company fails to regain compliance by February 2025.
📋 Key Facts
- Received notice from Nasdaq on August 20, 2024, regarding non-compliance with listing rules.
- The non-compliance is due to the failure to file Form 10-Q for the period ended June 30, 2024.
- Nasdaq has granted a 60-day window to submit a plan to regain compliance.
- If a plan is accepted, Nasdaq may grant an exception of up to 180 days (until February 17, 2025) to regain compliance.
- The Company expects to file the delinquent Form 10-Q on August 27, 2024.
Laser Photonics Corp received a notice from Nasdaq stating it is non-compliant with listing rules due to failure to file its Form 10-Q for the period ended June 30, 2024. The company intends to submit a plan to regain compliance and expects to file the missing report by August 27, 2024.
🚩 Red Flags
- Delisting notice from Nasdaq (Item 3.01).
- Failure to meet periodic reporting requirements (Form 10-Q delay).
📋 Key Facts
- Received notice from Nasdaq Listing Qualifications department on August 20, 2024.
- Non-compliance due to failure to file Form 10-Q for the period ended June 30, 2024.
- Company has 60 calendar days to submit a plan to regain compliance.
- Potential exception granted by Nasdaq could extend up to February 17, 2025.
- The Company expects to file the overdue Form 10-Q on August 27, 2024.
Laser Photonics Corp. completed a $3.0 million private placement of 1,500,000 units at $2.00 per unit to institutional investors. Each unit includes one share of common stock and one warrant to purchase additional shares at an exercise price of $4.34.
🚩 Red Flags
- Potential dilution from the issuance of 1.5 million new shares and associated warrants.
- Registration Rights Agreement requires the company to file a registration statement, which may lead to further share supply in the near term.
- 60-day standstill provision prevents the company from issuing other equity or filing registration statements for 60 days post-release.
📋 Key Facts
- Aggregate gross proceeds: $3.0 million (before fees).
- Units issued: 1,500,000 units at $2.00 per unit.
- Warrant terms: Exercise price of $4.34 per share; exercisable in 6 months or upon shareholder approval; expires in 5.5 years.
- Placement Agent: Aegis Capital Corp. (8.00% cash fee).
- Closing Date: August 19, 2024.
- Use of proceeds: Acquisitions and general corporate purposes.
Laser Photonics Corp announced the resignation of its independent accounting firm, Kreit & Chiu LLP, effective August 13, 2024. This follows a previous auditor change in June 2024 when Fruci & Associates II, PLLC resigned.
🚩 Red Flags
- Multiple auditor changes within a three-month window (June and August 2024).
- High turnover in auditing firms is often a red flag for internal control issues or disagreements with management's accounting treatments, despite the company's denial of such disagreements.
📋 Key Facts
- Kreit & Chiu LLP resigned as the independent registered accounting firm on August 13, 2024.
- This is the second auditor change in a short period; the previous firm, Fruci & Associates II, PLLC, resigned on June 5, 2024.
- M&K CPAS, PLLC was appointed as the new independent registered public accounting firm for the fiscal year ending December 31, 2024, effective August 20, 2024.
- The Company stated there were no disagreements with Kreit & Chiu LLP regarding accounting principles or practices during the quarter ended June 30, 2024.
Laser Photonics Corp announced the appointment of Kreit & Chiu CPA LLP as its new independent registered public accounting firm, effective June 21, 2024. This follows the resignation of Fruci & Associates II, PLLC on June 5, 2024.
🚩 Red Flags
- Auditor change: The resignation of a previous auditor can sometimes signal disagreements, though the filing explicitly states no such disagreement occurred per Regulation S-K.
- Mid-year transition: Changing auditors during the fiscal year (effective June 21) can lead to complexities in financial reporting and potential delays in future filings.
📋 Key Facts
- Fruci & Associates II, PLLC resigned as the Company's independent registered accounting firm effective June 5, 2024.
- Kreit & Chiu CPA LLP was appointed as the new independent registered public accounting firm on June 21, 2024.
- The new auditor will serve for the fiscal year ending December 31, 2024.
- The Company stated that it did not consult with Kreit regarding specific transactions or audit opinions prior to their appointment.
Laser Photonics Corp announced the resignation of its independent registered accounting firm, Fruci & Associates II, PLLC, effective June 5, 2024. The auditor's previous reports included a going concern warning regarding the company's ability to continue operations.
🚩 Red Flags
- Auditor resignation (Item 4.01)
- Existing 'going concern' qualification in previous audit reports
- Previous reporting deficiency/inadvertent filing error on May 15, 2024
- Lack of a replacement auditor at the time of this filing
📋 Key Facts
- Fruci & Associates II, PLLC resigned as the independent accounting firm on June 5, 2024.
- Previous audit reports for fiscal years ended Dec 31, 2023, and 2022 included an explanatory paragraph regarding substantial doubt about the company's ability to continue as a going concern.
- The company admitted to an inadvertent filing error on May 15, 2024, where a Form 10-Q was filed before the auditor could complete its review; an amended 10-Q was filed on May 21, 2024.
- The company is currently in the process of selecting a new independent accounting firm.
This is an amendment to a previous 8-K filing regarding the appointment of Carlos Sardinas as Vice President, Finance. The purpose of this specific amendment (No. 2) is to include the employment agreement that was inadvertently omitted from the original filing.
📋 Key Facts
- Carlos S. Sardinas appointed as Vice President, Finance on April 8, 2024.
- Mr. Sardinas is 42 years old and has over 15 years of financial management experience.
- Annual base salary for the new VP of Finance is $155,000.
- The filing includes his employment agreement as Exhibit 10.1.
Laser Photonics Corp received a notice from Nasdaq regarding non-compliance with listing rules due to the failure to file its Form 10-K for the fiscal year ended December 31, 2023. The company has since filed the overdue 10-K and is working to submit a compliance plan to Nasdaq.
🚩 Red Flags
- Delisting notice from Nasdaq (non-compliance with periodic filing requirements).
- Failure to meet SEC reporting deadlines for the annual report (Form 10-K).
📋 Key Facts
- Received notice from Nasdaq on April 17, 2024, regarding non-compliance with Listing Rule 5250(c)(1).
- The deficiency was caused by the failure to file Form 10-K for the fiscal year ended December 31, 2023.
- The company filed the overdue Form 10-K on April 19, 2024.
- Nasdaq allows 60 days to submit a plan to regain compliance.
- If a plan is accepted, an exception period may be granted until October 14, 2024.
This 8-K/A is an amendment to a previous filing regarding the appointment of Carlos Sardinas as Vice President, Finance. The amendment specifically includes his age (42), which was omitted in the original disclosure.
📋 Key Facts
- Carlos S. Sardinas appointed as Vice President, Finance effective April 8, 2024.
- Annual base salary for the new VP of Finance is $155,000.
- Mr. Sardinas has over 15 years of experience, including roles at L3 Harris Technologies and UES.
- The filing is an 'Amendment No. 1' to correct a previous omission regarding the officer's age.
Laser Photonics Corp. announced the appointment of Carlos S. Sardinas as the new Vice President, Finance, effective April 8, 2024.
📋 Key Facts
- Carlos S. Sardinas appointed as Vice President, Finance on April 8, 2024.
- Annual base salary for the role is $155,000 plus standard benefits.
- Sardinas brings over 15 years of experience, including roles at L3 Harris Technologies and UES.
- The employment agreement is an at-will arrangement.
Laser Photonics Corporation announced the appointment of Carlos M. Gonzalez to the Board of Directors and as Chairman of the Audit Committee, filling a vacancy left by Ryan Tennyson.
🚩 Red Flags
- The vacancy being filled was created by a resignation that occurred several months prior (September 2023), suggesting a prolonged gap in Audit Committee leadership.
📋 Key Facts
- Carlos M. Gonzalez appointed as an independent director and Chairman of the Audit Committee on February 6, 2024.
- The appointment fills the vacancy created by the resignation of Ryan Tennyson on September 20, 2023.
- Mr. Gonzalez has extensive experience in finance (Wells Fargo, SunTrust Bank) and industrial laser equipment (Sfinkx Corporation).
- Mr. Gonzalez is a veteran who served as a Major in the U.S. Army.