Laser Photonics Corp (LASE): CEO Wayne Tupuola resigned

Events in this filing

Item 5.02 as filed

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Executive Chairman of the Board of Directors
On
October 12, 2026, the Board of Directors (the “Board”) of Laser Photonics Corporation (the “Company”) appointed
Dmitri Nikitin as a member of the Board and to serve as the Executive Chairman of the Board. In this role, Mr. Nikitin has been
appointed, and will assume the duties of, principal executive officer of the Company.
On
October 16, 2026, the Company entered into an Employment Agreement (the “Employment Agreement”) with Mr. Nikitin. The Employment
Agreement is effective as of October 12, 2026 (the “Effective Date”). The term of the Employment Agreement commences on the
Effective Date and expires on the third anniversary of the Effective Date, unless terminated sooner or extended as provided in the Employment
Agreement.
Mr.
Nikitin will receive an annual base salary of $400,000, subject to annual review by the independent members of the Board and which may
be increased but not decreased based on performance as determined by the Board in its sole discretion. As soon as reasonably practicable
following the Effective Date, Mr. Nikitin will be awarded an equity award equal to two million (2,000,000) shares of the Company’s
common stock under the Company’s 2019 Stock Incentive Plan of which fifty percent (50%) shall vest on the date of grant and the
remaining fifty percent (50%) shall vest ratably upon the first two (2) anniversaries of the Effective Date, subject to Mr. Nikitin’s
continued employment through each applicable vesting date unless otherwise specified in the Employment Agreement. Mr. Nikitin will also
be entitled to a car allowance of $1,850 per month, six (6) weeks of paid time off per year, and participation in the Company’s
employee benefit plans available to other senior executives.
If
Mr. Nikitin’s employment is terminated by the Company without Cause, due to death or disability or resignation by Mr. Nikitin for
Good Reason (each as defined in the Employment Agreement), subject to his execution and non-revocation of a general release of claims,
Mr. Nikitin (or Mr. Nikitin’s legal representatives, as applicable) shall be entitled to receive: (i) accrued and unpaid base salary,
accrued and unpaid paid time off, and other accrued and vested amounts and benefits (the “Accrued Compensation”); (ii) acceleration
of vesting of any unvested portion of the equity award as of the termination date; (iii) a cash amount equal to twelve (12) months of
his base salary, payable over the twelve (12)-month period following termination; and (iv) Company reimbursement of COBRA premiums for
such twelve (12)-month period (or until he becomes eligible for comparable coverage under a subsequent employer’s plan, if earlier).
If such termination occurs without Good Reason or by the Company for Cause, Mr. Nikitin is entitled to receive only the Accrued Compensation.
The
Employment Agreement also contains twelve (12) month non-competition, twelve (12) month non-solicitation, five (5) year confidentiality,
perpetual non-disparagement, cooperation, and other customary restrictive covenant and indemnification provisions. Payments under the
Employment Agreement are subject to Section 409A of the Internal Revenue Code.
Dmitri
Nikitin brings more than 35 years of experience in laser technology innovation. He holds an engineering degree in industrial electronics
and quantum mechanics from Moscow Power Engineering University and a PHD in Ministry of Electronics of USSR. His product innovation and
executive leadership across multinational companies include the development of laser platforms for marking, cutting, welding, glass separation,
flat panel display processing, wafer processing, semiconductor processing and industrial manufacturing. His engineering leadership at
the Institute of Precise Technologies in the former Soviet Union helped create new laser applications for components used in the space
program. Mr. Nikitin’s inventions include patented methods for splitting precision glass with zero curve loss. He co-developed
the world’s first high-power fiber laser cutting system for IPG Photonics. Mr. Nikitin developed a mobile fiber-laser platform
for military mine-clearing applications, the first of its kind. He is a named inventor on three patent applications in 2026 relating
to Bulk-to-Shape technology. For the past five years, Mr. Nikitin has served as the Chairman of ICT Investments (“ICT”),
a private investment firm, and the CEO of Fonon Technologies, Inc. (“FTI”).
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There
are no arrangements or understandings between Mr. Nikitin and any other persons pursuant to which he was selected as a director and Executive
Chairman of the Company, and Mr. Nikitin has no family relationships with any director or executive officer of the Company. Mr. Niktin
serves as the Managing Partner of ICT. ICT, together with its affiliates Fonon Drone Shield Solutions, Inc. (“FDSS”),
Fonon Quantum Technologies, Inc. and FTI, owns approximately 19% of the Company’s outstanding Common Stock. ICT provides
the Company accounting and various management services on an as-needed basis. During the nine months ended September 30, 2026, and 2025,
the Company incurred approximately $33,575 and $53,640, respectively, for such services. Mr. Nikitin has personally guaranteed certain
corporate credit card obligations of the Company. During the nine months ended September 30, 2026, and 2025, the Company paid him guaranty
fees of approximately $10,197 and $39,903, respectively. The guaranty remained in place at September 30, 2026. Accounts payable due to
ICT and its affiliates as of September 30, 2026, and December 31, 2025, were $310,814 and $349,461, respectively. On April 3, 2025, April
16, 2025, June 20, 2025, July 8, 2025, and July 12, 2025, the Company received from ICT unsecured loans in the principal amount of $200,000,
$400,000, $20,000, $101,000, and $30,000 respectively (the “ICT Loans”). The Company issued promissory notes, with interest
at $20,000, $40,000, $2,000, $10,000, and $3,000, respectively, and a maturity date of May 31, 2025, June 30, 2025, August 30, 2025,
September 8, 2025, and September 12, 2025, respectively. On September 12, 2025, the Company amended the promissory notes to include a
default provision that upon default, the loans bear an annual interest rate of 10% and are due on demand. The unpaid principal balance
of the ICT Loans as of December 31, 2025, was $751,000, and unpaid interest as of that date was $111,623. The outstanding principal of
these promissory notes was repaid in full during the nine months ended September 30, 2026, and $50,615 of accrued interest remained unpaid
as of September 30, 2026. On January 1, 2020 the Company e ntered into an exclusive worldwide
license agreement with ICT for its CleanTech laser-cleaning technology on a perpetual, royalty-free basis. On November 16, 2022,
the Company entered into a services agreement with FTI, whereby FTI agreed to maintain its federal
SAM registration on our behalf to facilitate military product manufacturing and to provide back-office transition services. In exchange,
the Company pays FTI a monthly service fee of 6.5%. On October 18, 2023, the Company entered into an exclusive worldwide license agreement
with FTI for its High-Power Turbo Piercing technology. Consideration comprised $350,000 in cash, 1,000,000 shares of Common Stock, and
a 6.5% running royalty on future applicable revenues. On May 21, 2024, the Company entered into an exclusive worldwide license with FDSS
for a portfolio of laser-material-processing technologies used in the Company’s anti-drone laser platform and semiconductor products.
Consideration comprised 3,000,000 shares of Common Stock and a 6.5% running royalty on future applicable revenues.
The
foregoing description of the Employment Agreement is not a complete description of the parties’ rights and obligations and is qualified
in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and is incorporated
herein by reference.
Resignation
of Chief Executive Officer
On
October 16, 2026, the Company announced that Wayne Tupuola, the Chief Executive Officer (“CEO”) of the Company, resigned
from serving as the CEO of the Company, effective as of October 13, 2026. In connection with his resignation, Mr. Tupuola also resigned
as a director on the Board, effective as of October 13, 2026. Mr. Tupuola resigned for personal reasons and his resignation is not the
result of any disagreement with the Company regarding any financial, accounting, or other matters. The Company thanks Mr. Tupuola for
his years of service to the Company. The Company anticipates entering into a consulting agreement with Mr. Tupuola and will summarize
its terms in a subsequent Current Report on Form 8-K.
Interim
President
On
October 13, 2026, the Board also ceased Ann Tewari’s service as Interim President of the Company and approved her return to her
prior position as Vice President, Operations of the Company. The Company thanks Ms. Tewari for her service as Interim President of the
Company.