Laser Photonics Corp美股招股说明书(2026-05-05版)

Up to 1,373,630 Shares of Common Stock Underlying the Series A-4 Warrants Up to 153,212 Shares of Common Stock Underlying the Placement Agent Warrants LASER PHOTONICS CORPORATION This prospectus relates to the offer and resale by the selling stockholders (the “Selling Stockholders”) identified herein of anaggregate of up to 2,900,472 shares (the “Shares”), of common stock, par value $0.001 per share (“Common Stock”), of LaserPhotonics Corporation (the “Company”, “we”, “us” or “our”), that consists of (a) an aggregate of 2,747,260 shares of Common Stockunderlying the Series A-3 and Series A-4 Warrants issued under the terms of a March 15, 2026, warrant inducement agreement (the“Warrant Inducement Agreement”) among the Company and certain existing warrant holders (the “Common Warrants”) and (b) anaggregate of 153,212 shares of Common Stock that are issuable upon exercise of certain placement agent warrants issued to designees(or their assignees) of H.C. Wainwright & Co., LLC, the placement agent in connection with the closing of the Warrant InducementAgreement transaction (“Wainwright” or the “Placement Agent”) pursuant to an engagement letter in connection with the WarrantInducement Agreement (the “Placement Agent Warrants”) and in connection with the Notes (as such term is defined elsewhere in thisprospectus) (the Common Warrants and the Placement Agent Warrants collectively referred to as the “Warrants”). The Shares will be resold from time to time by the Selling Stockholders listed in the section titled “Selling Stockholders”beginning on page 10. The Selling Stockholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Sharesthrough public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiatedprices. The Selling Stockholders may sell any, all or none of the Shares offered by this prospectus, and we do not know when or inwhat amount the Selling Stockholders may sell their Shares hereunder following the effective date of this registration statement. Weprovide 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. Whilewe will not receive any proceeds from the sale of the Shares by the Selling Shareholders, we may receive cash proceeds equal to thetotal exercise price of the Common Warrants and the Placement Agent Warrants to the extent that the Common Warrants or PlacementAgent Warrants are exercised for cash. However, we cannot predict when and in what amounts or if the Warrants will be exercised forcash, and it is possible that the Warrants may expire and never be exercised or be exercised, if at all, only on a cashless basis, in whicheach case we would not receive any cash proceeds. We have agreed to bear all of the expenses incurred in connection with theregistration of the Shares. The Selling Stockholders will pay or assume discounts, commissions, fees of underwriters, selling brokersor dealer managers and similar expenses, if any, incurred for the sale of the Shares. The Warrants offered hereby will have an exercise price of $1.08 per share and will be exercisable upon issuance (the “InitialExercise Date”). The Series A-3 warrants will expire five years after the later of (i) the Initial Exercise Date and (ii) the effective dateof this registration statement (the “Effective Date”), and the Series A-4 warrants will expire eighteen months after the later of (a) theInitial Exercise Date and (b) the Effective Date. The exercise price and number of shares of our Common Stock issuable under theCommon Warrants and Placement Agent Warrants are subject to customary adjustments as described in the Common Warrants andPlacement Agent Warrants. Our Common Stock trades on the Nasdaq Capital Market (“Nasdaq”) under the symbol “LASE”. On April 23, 2026, the lastreported sales price of our Common Stock was $0.97 per share. We are an “emerging growth company” as defined under the federal securities laws, and, as such, we have elected to complywith 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 10 of this prospectus toread 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 ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is May 4, 2026 TABLE OF CONTENTS About This Prospectus1Special Note Regarding Forward-Looking Statements2Prospectus Summary2About This Offering9Risk Factors10Use of Proceeds10Dividend Policy10Selling Stoc