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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

Amendment No.

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 5, 2024

 

Laser Photonics Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   001-41515   84-3628771
(State of other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

1101 N. Keller Rd.    
Suite G    
Orlando, FL   32810
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (407) 804-1000

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   LASE   The Nasdaq Stock Market LLC

 

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 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Resignation of Independent Registered Public Accounting Firm

 

On June 5, 2024, Laser Photonics Corporation (the “Company”) was notified by Fruci & Associates II, PLLC (“Fruci”) of its decision to resign as the Company’s independent registered accounting firm, effective as of such date.

 

The reports of Fruci on the Company’s consolidated financial statements for the two most recently completed fiscal years ended December 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Fruci’s audit report on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2023 and 2022 included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern.

 

During the Company’s two most recently completed fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through the date of resignation, there were no disagreements between the Company and Fruci on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Fruci, would have caused Fruci to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s consolidated financial statements. During the Company’s two most recently completed fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through the date of resignation, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), other than the Company’s Form 10-Q for the fiscal quarter ended March 31, 2024, was inadvertently filed with the Securities Exchange Commission on May 15, 2024 prior to Fruci having had the opportunity to complete its review, accordingly, the unaudited interim financial information presented in the original filing was not reviewed by the Company’s outside independent accounting firm as required by the rules of the Securities and Exchange Commission. The Company subsequently filed an amended Form 10-Q with the Securities Exchange Commission on May 21, 2024 to reflect certain revisions to the Notes to Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations, among other changes and containing the required disclosure regarding the deficiency in the original filing.

 

The Company provided Fruci with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that Fruci furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Fruci is filed as Exhibit 16.1 hereto.

 

New Certifying Accountant

 

The Company is currently in the process of selecting a new independent registered public accounting firm.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) The following exhibits are being filed herewith:

 

16.1 Letter submitted to the Securities and Exchange Commission dated June 11, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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: June 11, 2024 Laser Photonics Corporation
     
  By: /s/ Wayne Tupuola
    Wayne Tupuola
    CEO

 

 

 

Exhibit 16.1

 

 

 

 

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Entity Registrant Name Laser Photonics Corporation
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Entity Address, Address Line One 1101 N. Keller Rd.
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