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 offer
consulting providers within the space of strategic advisory, sponsored editorial
content material and digital advertising and marketing providers for a interval of three months commencing
October 4, 2022. Laser Photonics entered into the Services Agreement in
reference to the closing of its underwritten preliminary public providing of
3,000,000 shares of its widespread inventory at a public providing worth of $5.00 per
share for gross proceeds of $15,000,000, earlier than underwriting reductions and
commissions (the “Offering”). Under the phrases of the Services Agreement, Laser
Photonics agreed to pay money of $400,000 as a digital advertising and marketing price and $50,000
as a content material advertising and marketing price. In addition, Laser Photonics will problem 350,000
restricted shares of its widespread inventory which have piggy-back registration rights
and that aren’t dilutable till TraDigital can commerce these shares of widespread
inventory with none restriction below the phrases of SEC Rule 144, apart from
issuances by Laser Photonics of its widespread inventory upon (i) the conversion of the
underwriters warrant issued by the Company to Alexander Capital, L.P. in
reference to the Offering , (ii) the issuance of any shares of Laser
Photonics’ widespread inventory upon a inventory cut up, inventory dividend, or any subdivision
of such shares; (iii) the issuance of Laser Photonics’ widespread inventory (or choices
to buy such shares) to workers or administrators of, or consultants to, Laser
Photonics pursuant to its 2019 Stock Incentive Plan or (iv) the issuance of any
shares of Laser Photonics widespread inventory in reference to a industrial financial institution
financing transaction. The foregoing description of the Services Agreement does
not purport to be full and is certified in its entirety by reference to the
Services Agreement which is filed as Exhibit 10.1 to this Current Report on Form
8-Okay.
Item 3.02. Sale of Unregistered Securities.
The sale of the securities below the Services Agreement was exempt from
registration below Section 4(a)(2) of the Securities Act of 1933. The
info contained in Item 1.01, above, is hereby integrated by reference
into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
Exhibits
10.1 Services Agreement dated October 3, 2022 between TraDigital Marketing
Group, LLC and Laser Photonics Corporation
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