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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2023

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________________ to __________________

 

Commission File Number: 000-56166

 

LASER PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

84-3628771

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

1101 N. Keller Road, Suite G

Orlando, FL

 

32810

(Address of Principal Executive Offices)

 

Zip Code

 

(407) 804 1000

Registrant’s Telephone Number, Including Area Code

 

Not Applicable

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: 

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $.01

 

 LASE

 

The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated Filer

Smaller reporting Company

 

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. ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

 

As of November 10, 2023, the registrant had 8,253,419 shares of common stock, par value $.01 per share, issued and 9,253,419 shares of common stock, par value $.01 per share outstanding.

 






 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

10

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

14

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

Item 1.

Legal Proceedings

 

15

 

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

15

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

15

 

 

 

 

 

 

Item 4.

Mine Safety Disclosures

 

15

 

 

 

 

 

 

Item 5.

Other Information

 

15

 

 

 

 

 

 

Item 6.

Exhibits

 

16

 

 

 

 

 

 

Signatures

 

17

 

 
2

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

LASER PHOTONICS CORPORATION

CONDENSED BALANCE SHEETS

 

 

 

 September 30,

2023 (Unaudited)

 

 

 December 31,

2022

 

ASSETS

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and Cash Equivalents

 

$ 8,310,519

 

 

$ 12,181,799

 

Accounts Receivable, Net

 

 

1,656,258

 

 

 

1,347,494

 

Inventory

 

 

2,610,259

 

 

 

1,693,810

 

Other Current Assets

 

 

66,936

 

 

 

72,527

 

Total Current Assets

 

 

12,643,972

 

 

 

15,295,630

 

 

 

 

 

 

 

 

 

 

Property, Plant & Equipment, Net

 

 

760,588

 

 

 

627,848

 

Intangible Assets

 

 

2,795,587

 

 

 

2,939,041

 

Operating Lease Right-of-Use Asset

 

 

588,335

 

 

 

832,072

 

Total Assets

 

$ 16,788,482

 

 

$ 19,694,592

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts Payable

 

$ 233,317

 

 

$ 190,387

 

Operating Lease Liabilities, Current

 

 

352,242

 

 

 

344,510

 

Accrued Expenses

 

 

106

 

 

 

1,181,000

 

Total Current Liabilities

 

 

585,665

 

 

 

1,715,897

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 -

 

 

 

 -

 

Operating Lease Liabilities, Noncurrent

 

 

236,093

 

 

 

487,562

 

Total Liabilities

 

 

821,758

 

 

 

2,203,459

 

 

 

 

 

 

 

 

 

 

Common Stock Par Value $0.01; 100,000,000 shares authorized; 8,253,419 and 7,878,419 issued and outstanding, respectively

 

 

82,533

 

 

 

78,783

 

Additional Paid in Capital

 

 

19,111,770

 

 

 

18,140,520

 

Accumulated Retained Earnings (Deficit)

 

 

(3,227,580 )

 

 

(728,170 )

Total Stockholders' Equity

 

 

15,966,723

 

 

 

17,491,133

 

 

 

 

 

 

 

 

 

 

Total Liabilities & Stockholders' Equity

 

$ 16,788,482

 

 

$ 19,694,592

 

 

See accompanying notes to financial statements.

 

 
3

Table of Contents

 

LASER PHOTONICS CORPORATION

STATEMENT OF PROFIT AND LOSS

(UNAUDITED)

 

 

 

 Three Months Ended

September 30,

 

 

 Nine Months Ended

September 30,

 

 

 

 2023

 

 

 2022

 

 

 2023

 

 

 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Revenue

 

$ 1,239,554

 

 

$ 1,224,450

 

 

$ 3,444,649

 

 

$ 3,790,176

 

Cost of Goods Sold

 

 

333,325

 

 

 

671,095

 

 

 

858,317

 

 

 

1,504,080

 

Gross Profit

 

 

906,228

 

 

 

553,355

 

 

 

2,586,332

 

 

 

2,286,096

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales & Marketing

 

 

652,097

 

 

 

133,766

 

 

 

1,562,868

 

 

 

310,524

 

General & Administrative

 

 

1,198,317

 

 

 

119,646

 

 

 

3,186,580

 

 

 

794,294

 

Depreciation & Amortization

 

 

152,210

 

 

 

84,853

 

 

 

336,294

 

 

 

258,894

 

Total Operating Expenses

 

 

2,002,625

 

 

 

338,265

 

 

 

5,085,742

 

 

 

1,363,712

 

Operating Income (Loss)

 

 

(1,096,396 )

 

 

215,090

 

 

 

(2,499,410 )

 

 

922,384

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expenses):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income (Expense)

 

 

-

 

 

 

(10,000 )

 

 

-

 

 

 

(24,426 )

Other Income (Expense)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,031

 

Total Other Income (Expenses)

 

 

-

 

 

 

(10,000 )

 

 

-

 

 

 

(17,394 )

Income (Loss) Before Tax

 

 

(1,096,396 )

 

 

205,090

 

 

 

(2,499,410 )

 

 

904,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax Provision

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$ (1,096,396 )

 

$ 205,090

 

 

$ (2,499,410 )

 

$ 904,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (Loss) per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$ (0.13 )

 

$ 0.04

 

 

$ (0.31 )

 

$ 0.19

 

Fully Diluted

 

$ (0.13 )

 

$ 0.04

 

 

$ (0.30 )

 

$ 0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

8,253,419

 

 

 

4,878,419

 

 

 

8,107,815

 

 

 

4,878,419

 

Fully Diluted

 

 

8,314,484

 

 

 

4,878,419

 

 

 

8,273,998

 

 

 

4,878,419

 

 

See accompanying notes to financial statements.

 

 
4

Table of Contents

 

LASER PHOTONICS CORPORATION

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

 Nine Months Ended September 30, 

 

 

 

 2023

 

 

 2022

 

Cash Flow from:

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

Net Income (Loss)

 

$ (2,499,410 )

 

$ 904,990

 

Adjustments:

 

 

 

 

 

 

 

 

Depreciation & Amortization

 

 

336,294

 

 

 

258,894

 

          Stock Compensation

 

 

145,500

 

 

 

-

 

Change in Operating Assets & Liabilities:

 

 

 

 

 

 

 

 

Accounts Receivable

 

 

(308,764 )

 

 

(1,163,680 )

Inventory

 

 

(916,449 )

 

 

108,483

 

Other Current Assets

 

 

5,591

 

 

 

(7,568 )

Accounts Payable

 

 

42,930

 

 

 

84,858

 

Accrued Expenses

 

 

(351,500 )

 

 

-

 

Customer Deposits

 

 

-

 

 

 

(86,775 )

Other Liabilities

 

 

106

 

 

 

3,331

 

Net Cash Flow from Operating Activities

 

 

(3,545,702 )

 

 

102,532

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of Long Term Assets

 

 

(288,636 )

 

 

(3,088 )

Purchase of Intangible Assets

 

 

(36,944 )

 

 

(4,195 )

Net Cash Flow from Investing Activities

 

 

(325,580 )

 

 

(7,283 )

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from (Repayment of) Notes

 

 

-

 

 

 

(161,684 )

Proceeds from (Repayment of) PPP Loan

 

 

-

 

 

 

(317,328 )

Proceeds from Sale of Common Stock

 

 

-

 

 

 

-

 

Net Cash Flow from Financing Activities

 

 

-

 

 

 

(479,012 )

 

 

 

 

 

 

 

 

 

Net Change in Cash

 

$ (3,871,282 )

 

$ (383,763 )

Cash - Beginning of Period

 

 

12,181,799

 

 

 

615,749

 

Cash - End of Period

 

$ 8,310,519

 

 

$ 231,986

 

Supplemental Non-Cash Financing Information

 

 

 

 

 

 

     Common Stock issued to pay Stock Compensation for Marketing

 

$ 829,500

 

 

 

-

 

 

 

See accompanying notes to financial statements.

 

 
5

Table of Contents

 

LASER PHOTONICS CORPORATION

STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

 

 

 

 Three Months Ended September 30, 2023

 

 

 

 Common Stock 

 

 

 Additional Paid in

 

 

 Accumulated 

 

 

Stockholders' 

 

 

 

 Shares

 

 

 Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2023

 

 

8,253,419

 

 

$ 82,533

 

 

$ 19,183,020

 

 

$ (2,131,184 )

 

$ 17,134,369

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss from the three months ended September 30, 2023

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,096,396 )

 

 

(1,096,396 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Correction of Stock Compensation related errors

 

 

-

 

 

 

-

 

 

 

(71,250 )

 

 

-

 

 

 

(71,250)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2023

 

 

8,253,419

 

 

$ 82,533

 

 

$ 19,111,770

 

 

$ (3,227,580 )

 

$ 15,966,723

 

 

 

 

 Three Months Ended September 30, 2022

 

 

 

 Common Stock

 

 

 Additional Paid in

 

 

 

 

Stockholders'

 

 

 

 Shares

 

 

 Amount

 

 

Capital

 

 

 Net Income

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2022

 

 

4,878,419

 

 

$ 48,784

 

 

$ 5,242,832

 

 

$ 969,191

 

 

$ 6,260,806

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income from the three months ended September 30, 2022

 

 

-

 

 

 

-

 

 

 

-

 

 

 

205,090

 

 

 

205,090

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2022

 

 

4,878,419

 

 

$ 48,784

 

 

$ 5,242,832

 

 

$ 1,174,280

 

 

$ 6,465,896

 

   

 

 

 Nine Months Ended September 30, 2023

 

 

 

 Common Stock 

 

 

 Additional Paid in

 

 

 Accumulated 

 

 

 Stockholders'

 

 

 

 Shares

 

 

 Amount

 

 

Capital

 

 

Deficit

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2022

 

 

7,878,419

 

 

$ 78,783

 

 

$ 18,140,520

 

 

$ (728,170 )

 

$ 17,491,133

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss from the nine months ended September 30, 2023

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,499,410 )

 

 

(2,499,410 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock Issued

 

 

375,000

 

 

 

3,750

 

 

 

971,250

 

 

 

-

 

 

 

975,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2023

 

 

8,253,419

 

 

$ 82,533

 

 

$ 19,111,770

 

 

$ (3,227,580 )

 

$ 15,966,723

 

 

 

 

 Nine Months Ended September 30, 2022

 

 

 

 Common Stock

 

 

 Additional Paid in

 

 

 

 

 

Stockholders'

 

 

 

 Shares

 

 

 Amount

 

 

Capital

 

 

 Net Income

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2021

 

 

4,878,419

 

 

$ 48,784

 

 

$ 5,242,832

 

 

$ 269,290

 

 

$ 5,560,906

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income from the nine months ended September 30, 2022

 

 

-

 

 

 

-

 

 

 

-

 

 

 

904,990

 

 

 

904,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2022

 

 

4,878,419

 

 

$ 48,784

 

 

$ 5,242,832

 

 

$ 1,174,280

 

 

$ 6,465,896

 

 

See accompanying notes to financial statements.

 

 
6

Table of Contents

 

LASER PHOTONICS CORPORATION

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 –BASIS OF PRESENTATION

 

The accompanying unaudited condensed financial statements and notes of Laser Photonics Corporation (the “Company”) are presented in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, those do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The results of operations for the nine months ended September 30, 2023, are not necessarily indicative of results that may be expected for the fiscal year ended December 31, 2023, or any future period. These financial statements should be read in conjunction with the financial statements, notes and significant accounting policies included in our Annual Report on Form 10-K for the year ended December 31, 2022.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & USE OF ESTIMATES

 

Our significant accounting policies are provided in “Note 2 – Summary of Significant Accounting Policies” in our Financial Statements 2022 Form 10-K. There have been no material changes to our significant accounting policies during the nine months ended September 30, 2023, from those disclosed in our 2022 Form 10-K for the fiscal year ended December 31, 2022.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. Actual results could differ from these estimates. In the opinion of management, our financial statements reflect all adjustments considered necessary by management to fairly state the results of operations, financial position and cash flows of the Company for the periods presented.

 

NOTE 3 – REVENUE

 

Revenue Recognition

 

Revenue is generally recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. The majority of our revenue is derived from our product sales and recognized free-on-board origin (“FOB Origin”) basis, when our products have been manufactured, crated and placed in the collection warehouse for the customer pick up in accordance with Customer Quote and Company Terms and Conditions of Sale.  At this stage the title on manufactured equipment is transferred to the customer, and the customer is responsible for transportation expenses, insurance, and any transport related damage to the equipment in transit. Accordingly, we do not hold any obligation to deliver beyond the collection warehouse, and the customers are contractually required to ensure their goods reach their final destination.   

 

All revenues were reported in net of any sales discounts or taxes.  Payments received by customers prior to our satisfying the above criteria are recorded as unearned income in the combined balance sheets. As of September 30, 2023, there is no balance in unearned income.

 

Other Revenue Recognition Matters

 

Some of our customers are resellers, especially in foreign countries, who provide the products and services of ours and other companies as well. These resellers generally have no right to return unsold units. Occasionally, the Company may accept returns in limited circumstances and at the Company’s discretion under its warranty policy. The repurchase is on an individual unit basis with discounted pricing, which results in reduced margin on future sales of the units. During the three months period ended September 30, 2023, the Company repurchased four units from two foreign resellers. The repurchase increased inventory by $479,634 and bad debt expense by $32,501 during the third quarter in addition to $200,000 bad debt expense recorded in the first quarter of 2023.

 

NOTE 4 – ACCOUNTS RECEIVABLE

 

The Company extends credit to its customers in the normal course of business and performs on-going credit evaluations of its customers. All accounts, or portions thereof, that are deemed uncollectible are written off to bad debt expense, as incurred. In addition, most sales orders are not accepted without a substantial deposit. As of September 30, 2023, the balance of collectible accounts was $1,656,258. This balance is net of $164,534 and $365,263 recognized as bad debt expense during the three months and nine months ended September 30, 2023 respectively. The balance of collectible accounts was $1,248,045 as of September 30, 2022, and there was no bad debt expense during the nine months ended September 30, 2022. Bad debt expenses were reclassified as part of General & Administrative expenses in the statement of profit & loss from other income/(expense) in the first and the second quarters..

 

 
7

Table of Contents

 

NOTE 5 – INVENTORY

 

Inventories are stated at the lower of cost or net realizable value using the first-in first-out (FIFO) method. At September 30, 2023 and December 31, 2022, respectively, our inventory consisted of the following:

 

 

 

 September 30,

2023

 

 

 December 31,

2022

 

Inventory

 

 

 

 

 

 

Equipment Parts Inventory

 

$ 806,506

 

 

$ 759,930

 

Finished Goods Inventory

 

 

705,905

 

 

 

254,656

 

Sales Demo Inventory

 

 

802,877

 

 

 

647,790

 

Work in Process Inventory

 

 

294,971

 

 

 

31,434

 

Total Inventory

 

$ 2,610,259

 

 

$ 1,693,810

 

 

 

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

 

At September 30, 2023 and December 31, 2022, respectively, our property, plant and equipment consisted of the following:

 

 

 

 September 30,

2023

 

 

 December 31,

2022

 

Property, Plant and Equipment

 

 

 

 

 

 

Machinery & Equipment

 

$ 799,094

 

 

$ 797,695

 

Leasehold Improvement

 

 

19,707

 

 

 

 

 

Office Furniture & Computer Equipment

 

 

204,343

 

 

 

80,909

 

R&D Equipment

 

 

37,973

 

 

 

37,973

 

Vehicles

 

 

154,085

 

 

 

9,989

 

Accumulated Depreciation

 

 

(454,614 )

 

 

(298,718 )

Total Property, Plant and Equipment

 

$ 760,588

 

 

$ 627,848

 

 

Depreciation expense of property, plant and equipment for the three months ended September 30, 2023 and 2022 are $86,166 and $28,048, respectively. Depreciation expense of property, plant and equipment for the nine months ended September 30, 2023 and 2022 are $155,896 and $82,600, respectively.

 

 

NOTE 6 – INTANGIBLE ASSETS

 

At September 30, 2023 and December 31, 2022, respectively, our intangible assets consist of the following:

 

 

 

 September 30,

2023

 

 

 December 31,

2022

 

Intangible Assets

 

 

 

 

 

 

Equipment Design Documentation

 

$ 2,675,000

 

 

$ 2,675,000

 

Operational Software & Website

 

 

342,414

 

 

 

305,470

 

Trademarks

 

 

216,800

 

 

 

216,800

 

Customer Relationships

 

 

211,000

 

 

 

211,000

 

Accumulated Amortization

 

 

(649,627 )

 

 

(469,229 )

Total Intangible Assets

 

$ 2,795,587

 

 

$ 2,939,041

 

 

Amortization expense of intangible assets for the three months ended September 30, 2023 and 2022 are $66,044 and $56,805, respectively. Amortization expense of intangible assets for the nine months ended September 30, 2023 and 2022 are $180,398 and $176,294, respectively.

 

NOTE 7 – LEASES

 

Our leases consist of operating leases only related to our two facilities located in Orlando, Florida. The operating leases for our facilities are non-cancelable operating leases and are included in Operating lease right-of-use (“ROU”) asset, Lease liability, and Lease liability – less current portion in our balance sheets. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

 
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 Three Months Ended

September 30,

 

 

 Nine months Ended

September 30,

 

 

 

 2023

 

 

 2022

 

 

 2023

 

 

 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Lease Expense

 

$ 91,063

 

 

$ 45,289

 

 

$ 272,733

 

 

$ 135,867

 

 

 

The increase in Lease Expense from the 2022 to 2023 interim periods is related to the addition of a second leased facility for use by Sales and Marketing group as part of our strategic plan in an effort to improve market reach and growth.

 

NOTE 8 – STOCK-BASED COMPENSATION

 

Our directors, officers, key employees and key suppliers are granted stock-based compensation through our 2019 Stock Incentive Plan (the “Plan”). Such stock-based compensation may include, among other things, incentive stock options, non-qualified stock options, and restricted stock awards. The Plan is administered by the Compensation Committee of the Board of Directors. The Company’s executive officers are eligible to earn incentive compensation consisting of equity-based awards, as well as cash bonuses, based on the achievement of certain individual and/or Company performance goals set by the Compensation Committee.

 

At December 30, 2022, we held stock warrants of 350,000 shares for a suppler related to post-IPO investor relations at fair market value as of the grant date of October 3, 2022.  On March 27, 2023, we granted 25,000 shares to a former employee. These two types of awards were converted to our common stocks on April 17, 2023. These awards were valued at the fair market value as of March 31, 2023 and June 30, 2023, resulting additional accrued Selling, General and Administrative (“SG&A”) expenses of $776,250 during the first quarter and reversal SG&A expenses of $705,000 during the second quarter. The net impact of the revaluation for our SG&A for the first two quarters is additional expenses of $71,250. The stock-based compensation expense is based primarily on the fair value of the award as of the grant date and does not require such revaluation in the future period. Therefore, we corrected the net impact of the revaluation occurred at both March 31, 2023 and June 30, 2023 in the three months ended September 30, 2023, resulting reduced SG&A.

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

ICT Investments provides the Company accounting services and various management services on an as needed basis.  For the three months ended September 30, 2023 and for the nine months ended September 30, 2023, pursuant to an arrangement with ICT Investment, the Company paid in total $23,100 and $68,686, respectively, for various accounting services and management resources. 

 

NOTE 10 – NET EARNINGS/LOSS PER SHARE

 

As of September 30, 2023, the Company had no outstanding agreements that would have a dilutive effect on earnings per share.

 

NOTE 11 – COMMITMENTS AND CONTINGENCIES

 

The Company’s only commitments involve building leases in Orlando, FL.

 

NOTE 12 – SUBSEQUENT EVENTS

 

Between October 2, 2023 and October 13, 2023, the Company opened a brokerage account with Alexander Capital and repurchased 24,937 shares at fair market value.

 

On October 17, 2023, the Company made and entered into a one-year lease agreement for an adjoining unit of 9,000 square feet to our current manufacturing facility with the commencement date of December 1, 2023. We plan to mainly use this facility as our Customer Experience Center for sales and marketing purposes.

 

On October 18, 2023, the Company entered into a license agreement with Fonon Technologies, Inc., an affiliate of the Company through its ownership by ICT Investments, LLC, for an exclusive, worldwide, nontransferable license for High Power Turbo Piercing (“Cold Cutting”) laser cutting technology and any improvements to such technology to allow the Company to manufacture, sell, export and import products incorporated such technology in return for the Company paying a license fee of $350,000 in cash and 1,000,000 restricted shares of the Company’s common stock.

 

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes to those financial statements appearing elsewhere in this report.

 

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

 

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

The “Company,” “we,” “us,” or “our,” are references to the business of Laser Photonics Corporation, a Delaware corporation.

 

Business               

 

Laser Photonics Corporation is a vertically integrated manufacturing company for photonics based industrial products and solutions, primarily disruptive laser cleaning technologies. Our vertically integrated operations allow us to reduce development and advanced laser equipment manufacturing time, offer better prices, control quality and protect our proprietary knowhow and technology compared to other laser cleaning companies and companies with competing technologies.

 

Our principal executive offices are located at 1101 N Keller Rd, Orlando FL, 32810, and our telephone number is (407) 804 1000. Our website address is www.laserphotonics.com. The Company’s annual reports, quarterly reports, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), and other information related to the Company, are available, free of charge, on that website as soon as we electronically file those documents with, or otherwise furnish them to, the SEC. The Company’s website and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Quarterly Report on Form 10-Q.

 

We intend to continue to stay ahead of the technology curve by researching and developing cutting edge products and technologies for both large and small businesses. We view the small companies as an attractive market opportunity since they were previously unable to take advantage of laser processing equipment due to high prices, significant operating costs and the technical complexities of the laser equipment. As a result, we are developing an array of laser cleaning equipment that we have named the CleanTech™ product line, which we believe represents a new generation of high-power laser cleaning systems applicable to numerous material processing operations.

 

 
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Factors and Trends That Affect Our Operations and Financial Results 

 

In reading our financial statements, you should be aware of the following factors and trends that our management believes are important in understanding our financial performance.

 

Supply Chain.

 

We are experiencing increased lead times for certain parts and components purchased from third party suppliers, particularly electronic components. We, our customers and our suppliers continue to face constraints related to supply chain and logistics, including availability of capacity, materials, air cargo space, sea containers and higher freight rates and import duties. Supply chain and logistics constraints are expected to continue for the foreseeable future and could impact our ability to supply products and our customers' demand for our product or readiness to accept deliveries.

 

Foreign Exchange Exposure

 

We conduct the majority of our business within the United States and North America. However, even if we are not directly exposed to foreign currencies, the result of our operations is heavily dependent on the local currency conditions in relation to U.S. dollar. The value loss of local currency in the countries where our distributors are located may result in slow sales or “washing out” distributor discounts in entirety. Fluctuation in the exchange rate also impacts the purchase price of components and may substantially affect our Cost of Goods Sold, further reducing our profitability. Our most significant exposures are to the Japanese Yen, Australian Dollar and Chinese Yuan. Even if we are not collecting the revenue in foreign currencies, the effect of the foreign currencies fluctuation results on the cost of goods sold through increased supply chain expenses, and accounts receivable collection from foreign distributors experiencing sharp increases in the exchange rates to the U.S. Dollar, resulting in washing out the distributors’ profits and slowing their sales process. To the extent that the percentage of revenues derived from international sales increases in the future, our exposure to risks associated with fluctuations in foreign exchange rates may increase.

 

Interest Rate Exposure

 

The Federal Reserve has raised the target range for the federal funds rates five times during 2022, and continuously through 2023, from 0.25% as of March 2022 to 5.0% through March 2023, bringing borrowing costs to the highest level since January 2001. These increased rates have resulted in many customers delaying capital equipment spending. We believe that the dramatic increases in interest rates will have an adverse short-term effect on our business but within six to nine months industry will re-adjust to the current financial conditions and our operation will continue without any material downwards effect.

 

Global Inflation Exposure

 

General inflation in the United States, Europe and other locations has risen to levels not experienced in recent decades. General inflation, including rising prices for our raw materials and other inputs as well as rising salaries, negatively impacted our business by increasing our cost of sales and operating expenses. A period of rising rates of inflation also negatively impacted our business by decreasing the capital for our customers to deploy to purchase our products and services. Inflation may cause our customers to reduce or delay orders for our goods and services thereby causing a decrease in sales of our products and services. We cannot accurately predict what the impact of future inflation fluctuations will have on the results of our operations. 

 

Revenue

 

Our revenue has historically fluctuated from quarter to quarter. The increase or decrease in revenue from a prior quarter can be affected by the timing of orders received from customers as well as the shipment, installation, and acceptance of laser cleaning products at our customers' facilities. Our revenue can be affected by the time taken to qualify our laser cleaning products for use in new applications in the end markets that we serve. Our sales cycle varies substantially, ranging from a period of a few weeks to as long as one year or more, but is typically several months. The adoption of our laser cleaning products by a new customer or qualification in a new application can lead to an increase in net sales for a period, which may then slow until we penetrate new markets or obtain new customers.

 

 
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Our business depends substantially upon capital expenditures by end users, particularly by manufacturers using our products for laser blasting materials processing, which include general manufacturing, automotive including electric vehicles (EV), other transportation, aerospace, heavy industry, consumer, semiconductor, and electronics. Although applications within materials processing are broad, the capital equipment market in general is cyclical and historically has experienced sudden and severe downturns. For the foreseeable future, our operations will continue to depend upon capital expenditures by end users of laser blasting materials processing equipment and will be subject to the broader fluctuations of capital equipment spending.  The significant increases in the interest rate have adversely affected our sales.

 

Although all of our sales contracts are to be executed in the U.S. dollars, the foreign exchange rates may impact our sales from our customers overseas. The recent increased value of the U.S. dollar against most foreign currencies has also adversely affected sales during the first nine months of 2023.

 

Gross Margin. Our total gross margin in any period can be significantly affected by a number of factors, including net sales, production volumes, competitive factors, product mix, and by other factors such as changes in foreign exchange rates relative to the U.S. Dollar. Many of these factors are not under our control. The following are examples of factors affecting gross margin:

 

·

As our laser cleaning products mature, we can experience additional competition which tends to decrease average selling prices and affects gross margin.

 

 

·

Our gross margin can be significantly affected by product mix. Within each of our laser cleaning product categories, the gross margin is generally higher for devices with greater average power. These higher power laser blasting products often have better performance, more difficult specifications to attain and fewer competing laser cleaning products in the marketplace.

 

Selling, General and Administrative Expenses. In the fourth quarter of 2022 and the year of 2023, we invested in selling, general and administrative (“SG&A”) costs in order to support our continued growth. As the secular shift to laser blasting technology matures, our sales growth becomes more susceptible to the cyclical trends typical of capital equipment manufacturers. Accordingly, our future management of and investments in SG&A expenses will also be influenced by these trends, although we may still invest in sales and marketing functions to support sales sustainability even in economic down cycles.

 

Research and Development Expenses. We plan to continue to invest in research and development to improve our existing laser blasting technology and equipment and develop new products, systems and applications. We believe that these investments will sustain our position as a leader in the laser blasting industry and will support the development of new products that can address new markets and growth opportunities. The amount of research and development expenses we incur may vary from period to period.

 

Results of Operations

 

Revenue of $1,239,554 and $3,444,649 in the three and nine months ended September 30, 2023, respectively, increased 1.2% and decreased 9.1% compared to $1,224,450 and $3,790,176 in the three and nine months ended September 30, 2022, respectively. The decrease year-over-year during the three quarters is from the revenue shortfall during the second quarter. As noted in 10-Q of last quarter, one of the primary reasons for the lower revenue was a major delay in supply chain for critical components of our main laser blasting model LPC2000CTH. Although we received the components and sold a couple of units of LPC2000CTH, we are experiencing continuous delay in supply chain as well as delay of capital expenditure spending by major customers due to unprecedent increases in the Federal interest rate.

  

 
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Gross profit for the three and nine months ended September 30, 2023 was $906,228 and $2,586,332 respectively, increased 64% and 13% compared to $553,355 and $2,286,096 in the three and nine months ended September 30, 2022, respectively. The increase is primarily due to favorable product mix sales in the third quarter with lower cost of goods sold and the effective utilization of our production facilities. As a result, gross margin as a percentage of revenue for the three and nine months ended September 30, 2023 was improved to 73% and 75%, compared to 45% and 60% for the same periods ended September 30, 2022.

  

Selling, general, and administrative (“SG&A”) expenses consist primarily of salaries and other personnel-related costs; professional fees; insurance costs; SEC filing, compliance, and other public Company costs; travel expenses; and other sales and marketing expenses; and excludes depreciation & amortization expenses. In the near term, we expect SG&A expenses to increase as we expand our sales and marketing efforts to support the planned growth of our business. In the long run, we expect SG&A expenses as a percent of sales to decline as our business grows.

 

For the three months ended September 30, 2023 and 2022, we recorded total expenses of $1,850,414 and $253,412 respectively. SG&A expenses for the nine months ended September 30, 2023 and 2022, are $4,749,448 and $1,104,818, respectively. The significant increase in SG&A is primarily driven by our strategic plan to increase market reach and sales force as part of our Sales & Marketing Development and Investment plan as noted in our previous   10-Q’s in accordance with “Use of Proceeds” as stated in our Form S-1 Registration Statement, coupled with higher personnel costs resulting from additional headcount, professional service fees, SEC compliance costs, bad debt expenses, etc.  

 

Our net loss, for the three months ended September 30, 2023, was $1,096,396 as compared to net income of $205,090 in the same period of 2022. The decrease in Net Income is primarily due to higher SG&A expenses.

 

Liquidity and Capital Resources

 

At September 30, 2023, we had cash and cash equivalents of $8,310,519, compared to $12,181,799 at December 31, 2022.

 

The following is a summary of our cash flows provided by (used in) each type of business activity in the periods presented:

 

 

 

 Nine months Ended September 30,

 

 

 

 2023

 

 

 2022

 

 

 

 

 

 

 

 

Net cash provided by (used in) Operating Activities

 

$ (3,545,702 )

 

$ 102,532

 

Net cash used in Investing Activities

 

 

(325,580 )

 

 

(7,283 )

Net cash provided by (used in) Financing Activities

 

 

-

 

 

 

(479,012 )

Net Change in Cash

 

$ (3,871,282 )

 

$ (383,763 )

 

As of September 30, 2023, the Company had $8,310,519 in cash, $4,333,453 in current assets (without cash and cash equivalents) and $585,665 in current liabilities.

 

As a result, on September 30, 2023, the Company had $12,058,306 in total working capital, compared to $13,579,732 of total working capital at December 31, 2022.

 

Off-Balance Sheet Arrangements

 

During the nine months ended September 30, 2023, the Company did not engage in any off-balance sheet arrangements as defined in item 303(a)(4) of the SEC’s Regulation S-K.

 

 
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosures Control and Procedures

 

Under the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), our management has evaluated the effectiveness of the design and operation of our "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"). Based upon that evaluation, our CEO and CFO have concluded that, as of the filing date, our disclosure controls and procedures are effective.

 

Changes in Internal Controls over Financial Reporting

 

As part of the previous audit for the year ended December 31, 2022, a material weakness in internal controls was identified and the Company has taken, continued to work with, and plans to implement the following to improve its internal control over financial reporting. During the three months ended September 30, 2023, we hired for the first time a Chief Financial Officer, with an active Certified Public Accountant credential, who has extensive experience in financial consolidation, planning, and reporting and served as Sarbanes-Oxley Officer in large manufacturing companies. Subsequently, we also engaged the third-party company for accounting staff and added more segregation of duties in accounting closing and review processes.

 

 
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Table of Contents

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We are not involved in any legal proceedings, including routine litigation arising in the normal course of business, that we believe will have a material adverse effect on our business, financial condition or results of operations.

 

ITEM 1A. RISK FACTORS

 

Not applicable to a smaller reporting company.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

There were no sales of unregistered securities during the reported period.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

 
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ITEM 6. EXHIBITS.

 

10.1

 

License Agreement dated October 16, 2023 with Fonon Corporation

 

 

 

31.1

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

 

 

 

31.2

 

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer

 

 

 

32.1

 

Section 1350 Certification of principal executive officer

 

 

 

32.2

 

Section 1350 Certification of principal financial and accounting officer

 

 

 

101*

 

XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

 

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

 

 
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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.

 

 

Laser Photonics Corporation

 

 

 

 

Date: November 14, 2023

By:

/s/ Wayne Tupuola

 

 

 

President and Chief Executive Officer

(Principal Executive Officer)

 

 

Date: November 14, 2023

By

/s/ Jade Barnwell

 

 

 

Chief Financial Officer

 

 

 

(Principal Financial and Accounting Officer)

 

 

 
17

 

EX-10.1 2 laser_ex101.htm LICENSE AGREEMENT laser_ex101.htm

EXHIBIT 10.1

 

LICENSE AGREEMENT

 

This LICENSE AGREEMENT (this “Agreement”), effective as of October 18, 2023, is entered into between Fonon Technologies, Inc., a Wyoming Corporation, having a place of business at 2701 Maitland Center Pkwy STE 125, Maitland, Florida 32751 (“Licensor”), and Laser Photonics Corporation, a Delaware corporation having its address at 1101 N. Keller Road, Suite G, Orlando, Florida 32810 (“Licensee”). Licensor and Licensee are referred to hereinafter singularly as a “Party” and collectively as the “Parties.”

 

RECITALS:

 

WHEREAS, Licensor is willing to license to Licensee, and Licensee desires to license from Licensor, an exclusive, worldwide, sublicensable license for all commercial and noncommercial applications of Licensor’s know-how and trade secrets for High Power Turbo Piercing (“Cold Cutting”) Laser Cutting equipment and technology. Technology includes factory automation, loading and unloading platforms and equipment. License will be used for the purpose of allowing Licensee to develop and market products using such technology and intellectual property; and

 

WHEREAS, Licensor has majority equity ownership of Licensee and desires to have Licensee be successful in its sales and marketing efforts of the laser Cutting equipment technology.

 

 NOW, THEREFORE, in consideration of the foregoing, the mutual covenants set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which hereby is acknowledged, the Parties agree as follows:

 

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

 

“Confidential Information” shall mean Technology disclosed by Licensor to Licensee or by Licensee to Licensor pursuant to this Agreement.

 

“Force Majeure” shall mean any act of God, any accident, explosion, fire, storm, earthquake, pandemic, flood, drought, peril of the sea, riot, embargo, war or foreign, federal, state or municipal order of general application seizure, requisition or allocation, any failure or delay of transportation, shortage of or inability to obtain supplies, equipment fuel or labor or any other circumstances or event beyond the reasonable control of the party relying upon such circumstance or event.

 

“Licensor Technology” shall mean all Technology owned or controlled by Licensor as of the date hereof including rights that relate to and are used in researching, developing, or manufacturing laser Cutting equipment. “Owned or controlled” shall include Technology which Licensor owns or under which Licensor is licensed and has the right to grant sublicenses.

 

 
1

 

 

“Improvements” shall mean any improvement or enhancement to any Licensor Technology that is discovered, developed or otherwise acquired by Licensor during the term of this Agreement. For the sake of clarity and the avoidance of doubt, “Improvements” shall include, new patent rights and/or new Technology discovered, developed, or otherwise acquired by Licensor during the term of this Agreement, which new patent rights and/or new Technology reasonably relates to the Licensed Product.

 

“Licensed Process” means a method or process whose practice or use is covered by Licensor Technology, an Improvement, and/or incorporates or uses Licensor Technology.

 

“Licensed Product” means any product or component (a) the manufacture, use, sale, offer for sale or import of which is covered by Licensor Technology, an Improvement and/or incorporates or uses any Licensor Technology, or (b) which is made using a Licensed Process.

 

“Person” shall mean any individual, partnership, corporation, firm, association, unincorporated organization, joint venture, trust or other entity.

 

“Technology” shall mean public and nonpublic technical or other information, trade secrets, know-how, processes, formulations, concepts, ideas or other data and testing results, experimental methods, or results, descriptions, business or engineering plans, depictions, and any and all other intellectual property, including patents, patent applications, copyrights, trademarks and trademark applications for which Licensor is granting a License to Licensee.

 

2. License Grant and Commercialization.

 

2.1. Grant of Licenses to Licensee.

 

2.1.1. Technology License. Licensor agrees to grant and does hereby grant to Licensee a worldwide, exclusive, non-transferrable license under Licensor Technology to manufacture, have manufactured, use, offer for sale, sell, export, and import Licensed Products and Licensed Processes.

 

2.1.2. License to Improvements. Licensor agrees to grant and does hereby grant to Licensee a worldwide, royalty-free, exclusive, non-transferrable license to any and all Improvements to sublicense, manufacture, have manufactured, use, offer for sale, sell, export, and import Licensed Products and Licensed Products protected by Improvements, as defined herein.

 

2.1.3. Third-Party Licenses. To the extent that any Licensor Technology or Improvements licensed to Licensee hereunder consist of rights of Licensor under an agreement or license with or from a third party, any license granted to Licensee hereunder shall be limited to the rights which Licensor has a right to grant under such agreement or license and otherwise subject to any obligations assumed by Licensor in consideration of the grant or assignment of such right or license to Licensor which is to be assigned or sublicensed to Licensee.

 

 
2

 

 

2.1.4. License Fee. Laser Photonics will pay a license fee to FTI of $350,000 in cash and 1,000,000 restricted shares of Laser Photonics common stock.

 

2.1.5. License Fee Royalty. Laser Photonics will pay a royalty to FTI equal to 6.5% of the gross sales of the equipment incorporating the FTI Cutting Technology.

 

3. Technology Transfer and Support.

 

3.1. Technology Transfer and Support. Licensor shall provide to Licensee reasonable support and assistance with respect to regulatory, public relations, and similar matters, as well as reasonable technical support and assistance with respect to the analytic testing of any products developed, manufactured, or sold under the terms of this Agreement, and similar matters. For the sake of clarity and the avoidance of doubt, neither Licensor, nor any affiliate of Licensor, shall be entitled to any compensation for any support and assistance provided pursuant to this Section 3.1, except, however, Licensor, or an affiliate of Licensor, shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in the course of providing such support and assistance, which reasonable expenses shall be reimbursed and paid by Licensee.

 

3.2. Patent Rights. Licensor shall, at its expense, prepare, prosecute and maintain patent applications, and maintain patents issued thereon with respect to Improvements discovered, developed or otherwise acquired by Licensor, except as otherwise specified elsewhere in this Agreement.

 

3.3. Cooperation. Each Party agrees to cause each of its employees and agents to take all actions and to execute, acknowledge and deliver all instruments or agreements reasonably requested by the other Party, and necessary for the perfection, maintenance, enforcement or defense of that Party’s rights as set forth herein.

 

3.5. Confidential Information. Any Party receiving Confidential Information shall maintain the confidential and proprietary status of such Confidential Information, keep such Confidential Information and each part thereof within its possession or under its control sufficient to prevent any activity with respect to the Confidential Information that is not specifically authorized by this Agreement, use commercially reasonable efforts to prevent the disclosure of any Confidential Information to any other Person, and use commercially reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized herein; provided, however, that such restriction shall not apply to any Confidential Information which is (a) independently developed by the receiving Party, (b) in the public domain at the time of its receipt or thereafter becomes part of the public domain through no fault of the receiving Party, (c) received without an obligation of confidentiality from a third party having the right to disclose such information, (d) released from the restrictions of this Section 3.5 by the express written consent of the disclosing Party, (e) disclosed to any assignee, sublicensee or subcontractor of either Licensor or Licensee hereunder (if such assignee, sublicense or subcontractor is subject to the provisions of this Section 3.5 or comparable provisions of such other documents), or (f) required by law, statute, rule or court order to be disclosed (the disclosing party shall, however, use commercially reasonable efforts to obtain confidential treatment of any such disclosure). The obligations set forth in this Section 3.5 shall survive for a period of five (5) years from the termination or expiration of this Agreement. Without limiting the generality of the foregoing, Licensor and Licensee each shall use commercially reasonable efforts to obtain confidentiality agreements from its respective employees and agents, similar in scope to this Section 3.5, to protect the Confidential Information. Licensor agrees to treat the Licensor Technology as Confidential Information of Licensee. Notwithstanding anything to the contrary herein, Licensor and Licensee shall each be deemed to have satisfied its obligations under this Section 3.5 if it protects the Confidential Information of the other Party with the same degree of care that it uses to protect its own similar Confidential Information.

 

 
3

 

 

3.6. Permitted Disclosures. Notwithstanding the provisions of Section 3.5 hereof, Licensor and Licensee may, to the extent necessary, disclose and use Confidential Information, consistent with the rights of Licensor and Licensee otherwise granted hereunder for the purpose of engaging in research and development, conducting marketing programs, or securing institutional or government approval to market any product.

 

4. Disclaimer of Warranty; Consequential Damages.

 

4.1. Disclaimer of Warranty. Nothing in this Agreement shall be construed as a representation made or warranty given by either Party hereto that the use of any Licensor Technology and Improvements transferred or licensed hereunder, will not infringe the patent or proprietary rights of any other Person or entity. In addition, Licensor and Licensee acknowledge that THE TECHNOLOGY IS LICENSED, AS THE CASE MAY BE, TO LICENSEE AND LICENSOR, RESPECTIVELY, AS IS, AND LICENSOR AND LICENSEE EXPRESSLY DISCLAIM AND HEREBY WAIVE, RELEASE AND RENOUNCE ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

5. No Implied Waivers; Rights Cumulative. No failure on the part of Licensor or Licensee to exercise and no delay in exercising any right, power, remedy or privilege under this Agreement, or provided by statute or at law or in equity or otherwise, shall impair, prejudice or constitute a waiver of any such right, power, remedy or privilege, or be construed as a waiver of any breach of this Agreement, or as an acquiescence therein, nor shall any single or partial exercise of any such right, power, remedy or privilege preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.

 

6. Consulting Agreement or Advisory Board Role. Licensee may enter into a Consulting Agreement or have the Licensor serve as a member of an advisory board to provide advice with respect to the commercialization of the Licensor Technology and sale of the Licensed Product by Licensee.

 

7. Force Majeure. Licensor and Licensee shall each be excused for any failure or delay in performing any of its respective obligations under this Agreement, if such failure or delay is caused by Force Majeure.

 

 
4

 

 

8. Notices. All notices, requests and other communications to Licensor or Licensee hereunder shall be in writing (including email, telecopy, or similar electronic transmissions), shall refer specifically to this Agreement, and shall be personally delivered or sent by email, telecopy, or other electronic facsimile transmission or by registered mail or certified mail, return receipt requested, postage prepaid, in each case to the respective address specified below (or to such other address as may be specified in writing to the other party hereto):

 

If to Licensor:

 

Fonon Technologies, Inc.

Maitland Center Pkwy STE 125,

Maitland, Florida 32751

Attn: Dmitriy Nikitin, Partner

dnikitin@ict-investments.com

 

If to Licensee:

 

Laser Photonics Corporation

1101 North Keller Rd., Suite “G2”

Orlando, Florida 32810

wtupuola@laserphotonics.com

 

with a copy to:

 

Culhane Meadows PLLC

1701 Pennsylvania Ave., N.W.

Suite 200

Washington, D.C. 20006

Attn: Ernest M. Stern, Esq.

estern@cm.law

 

Any notice or communication given in conformity with this Section 8 shall be deemed to be effective when received by the addressee, if delivered by hand, email, telecopy, or other electronic facsimile transmission, and upon receipt of delivery confirmation, if sent by certified mail.

 

9. Further Assurances. Each of Licensor and Licensee agrees to duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including, without limitation, the filing of such additional assignments, agreements, documents and instruments, that may be necessary or as the other party hereto may at any time and from time to time reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes of, or to better assure and confirm unto such other party its rights and remedies under, this Agreement.

 

 
5

 

 

10. Successors and Assigns. The terms and provisions of this Agreement shall inure to the benefit of, and be binding upon, Licensor, Licensee, and their respective successors and assigns; provided, however, that neither Licensor nor Licensee may assign or otherwise transfer any of its rights and interests, nor delegate any of its respective obligations hereunder, including, without limitation, pursuant to a merger or consolidation, without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld. Any attempt to assign or delegate any portion of this Agreement in violation of this Section 10 shall be null and void. Subject to the foregoing, any reference to Licensor and Licensee hereunder shall be deemed to include the successors thereto and assigns thereof.

 

11. Amendments. No amendment, modification, waiver, termination or discharge of any provision of this Agreement, nor consent to any departure by Licensor or Licensee therefrom, shall be effective unless the same shall be in writing specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by Licensor and Licensee, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreements course of dealing or performance or any other matter not set forth in an agreement in writing and signed by Licensor and Licensee.

 

12. Governing Law. This Agreement and matters connected with the performance thereof shall be construed, interpreted, applied, and governed in all respects in accordance with the laws of the State of Delaware and all controversies or disputes governing this Agreement shall be settled by a court of competent jurisdiction located in Orange County, Florida.

 

13. Severability. If any provision hereof should be held invalid, illegal, or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, Licensor and Licensee hereby waive any provision of law that would render any provision hereof prohibited or unenforceable in any respect.

 

14. Headings. Headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration interpreting, this Agreement.

 

15. Execution in Counterparts. This Agreement may be executed in counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument.

 

16. Miscellaneous Warranties and Representations. Each Party hereto warrants and represents that (a) its execution of this Agreement has been duly authorized by all necessary corporate action of such Party; (b) it has requisite legal rights necessary to grant the other Party all releases, covenants not to sue, and licenses granted to the other Party as set forth above; and (c) it has received or had the opportunity to obtain independent legal advice from such Party’s counsel with respect to the rights and obligations arising from the Agreement.

 

 
6

 

 

17. Entire Agreement. This Agreements together with any agreements referenced herein, constitutes, on and as of the date hereof, the entire agreement of Licensor and Licensee with respect to the subject matter hereof, and all prior or contemporaneous understandings or agreements, whether written or oral, between Licensor and Licensee with respect to such subject matter are hereby superseded in their entirety.

 

18. Term and Termination.

 

18.1. Term of Technology License. The licenses Licensor has granted Licensee to the Licensor Technology and any Improvements thereto pursuant to Sections 2.1.1, 2.1.2. and 2.1.3. above shall remain in full force and effect in perpetuity with respect to the license grants (the “Term”), and shall not terminate unless (i) by the mutual written agreement of the Parties’ or in the event of a breach of this Agreement by a Party that, after receiving notice of such breach pursuant to the terms of this Agreement, (ii) Licensee fails to cure the breach within the notice period specified in Section 18.2 below or (iii) Licensee files, or has filed against it, a petition or proceeding under any bankruptcy, insolvency or similar law that is not dismissed within 60 days of its filing, or becomes insolvent, makes an assignment for the benefit of creditors, appoints, or has appointed, a receiver or trustee over its property. Upon the termination of said License, Licensor shall retain all equity in Licensee granted by this Agreement.

 

18.2 Other Breach and Cure Provisions. If either Party fails to fulfill any material obligation under this Agreement or materially breaches any of the representations, warranties, or covenants contained herein, the non-breaching Party may terminate this Agreement upon written notice to the breaching Party as provided below. Such notice must contain a full description of the event or occurrence alleged to constitute a breach of the Agreement. The Party receiving notice of the breach shall have the opportunity to cure that breach within 60 days of receipt of notice. If the breach is not cured within that time, the termination will be effective immediately upon the end of such cure period unless the parties are continuing to work in good faith to resolve any dispute.

 

18.3. Any failure on the part of either Party to terminate hereunder shall not be deemed a condonation of any default or breach by the other Party or a waiver of any future rights pursuant to the default or breach provisions of this Agreement.

 

18.4 Termination of this Agreement by either Party for any reason shall not affect and shall be without prejudice to the rights and obligations of the Parties accrued prior to the effective date of termination of this Agreement.

 

[Signature Page Follows]

 

 
7

 

 

IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be duly executed as of the date set forth above.

 

FONON TECHNOLOGIES, INC.

 

By: /s/ Dmitriy Nikitin                                           

 

Print Name: Dmitriy Nikitin                                   

  

Title: CEO                                                               

LASER PHOTONICS CORPORATION

 

By: /s/ Wayne Tupuola                                              

 

Print Name: Wayne Tupuola                                      

 

Title: President                                                           

 

 
8

 

EX-31.1 3 laser_ex311.htm CERTIFICATION laser_ex311.htm

EXHIBIT 31.1

 

CERTIFICATIONS

 

I, Wayne Tupuola, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Laser Photonics Corporation (the “registrant”).

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

 

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2023

By:

/s/ Wayne Tupuola

 

 

President and CEO

(Principal Executive Officer)

 

 

EX-31.2 4 laser_ex312.htm CERTIFICATION laser_ex312.htm

EXHIBIT 31.2

 

I, Jade Barnwell, Chief Financial Officer, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Laser Photonics Corporation;

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 14, 2023

By:

/s/ Jade Barnwell

 

 

 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

EX-32.1 5 laser_ex321.htm CERTIFICATION laser_ex321.htm

EXHIBIT 32.1

 

PURSUANT TO 18 U.S.C. 1350

 

Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Laser Photonics Corporation, a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

 

The Quarterly Report on Form 10-Q for the three months ended September 30, 2023 (the "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

November  14, 2023 By: /s/ Wayne Tupuola

 

 

CEO  
    (Principal Executive Officer)  

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as a separate disclosure document.

 

EX-32.2 6 laser_ex322.htm CERTIFICATION laser_ex322.htm

EXHIBIT 32.2

 

PURSUANT TO 18 U.S.C. 1350

 

Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Laser Photonics Corporation, a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

 

The Quarterly Report on Form 10-Q for the three months ended September 30, 2023 (the "Form 10-Q) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations

 

November 14, 2023

By:

/s/ Jade Barnwell  
    Chief Financial Officer  
    (Principal Financial and Accounting Officer)  

 

The foregoing certification is being furnished solely pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as a separate disclosure document.