UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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 1.01 Entry into a Material Definitive Agreement
On October 3, 2022, the registrant (“Laser Photonics”) entered into a Services Agreement with TraDigital Marketing Group, LLC (“TraDigital”) to provide consulting services in the area of strategic advisory, sponsored editorial content and digital marketing services for a period of three months commencing October 4, 2022. Laser Photonics entered into the Services Agreement in connection with the closing of its underwritten initial public offering of 3,000,000 shares of its common stock at a public offering price of $5.00 per share for gross proceeds of $15,000,000, before underwriting discounts and commissions (the “Offering”). Under the terms of the Services Agreement, Laser Photonics agreed to pay cash of $400,000 as a digital marketing cost and $50,000 as a content marketing cost. In addition, Laser Photonics will issue 350,000 restricted shares of its common stock which have piggy-back registration rights and that are not dilutable until TraDigital can trade these shares of common stock without any restriction under the terms of SEC Rule 144, except for issuances by Laser Photonics of its common stock upon (i) the conversion of the underwriters warrant issued by the Company to Alexander Capital, L.P. in connection with the Offering , (ii) the issuance of any shares of Laser Photonics’ common stock upon a stock split, stock dividend, or any subdivision of such shares; (iii) the issuance of Laser Photonics’ common stock (or options to purchase such shares) to employees or directors of, or consultants to, Laser Photonics pursuant to its 2019 Stock Incentive Plan or (iv) the issuance of any shares of Laser Photonics common stock in connection with a commercial bank financing transaction. The foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the Services Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02. Sale of Unregistered Securities.
The sale of the securities under the Services Agreement was exempt from registration under Section 4(a)(2) of the Securities Act of 1933. The information contained in Item 1.01, above, is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
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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: October 7, 2022 | LASER PHOTONICS CORPORATION |
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| By: | /s/ Wayne Tupuola |
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| Wayne Tupuola |
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| President and CEO |
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