Material Agreement (Form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

On September 12, 2025, the registrant, Laser Photonics Corporation (the "Company" or "Laser Photonics"), entered into a Note Purchase Agreement (the "NPA") with four holders pursuant to which it issued to such holders certain unsecured promissory notes (the "Notes"). The Notes are (i) in the total principal amount of $2,111,111.12 with an Original Issuance Discount ("OID") equal to 10% that resulted in the Company receiving net proceeds of $1,129,400 following deductions for expenses, including an 8% placement agency fee and 1% non-accountable allowance paid to RBW Capital Partners LLC ("RBW"), a division of Dawson James Securities, Inc., under the terms of a Placement Agency Agreement dated September 5, 2025, between the Company and RBW, and repayment of principal and accrued and unpaid interest of $509,600 owed to Hudson Global Ventures, LLC ("Hudson Global") under a convertible note in the principal amount of $455,000 issued under the term of a Securities Purchase Agreement dated August 27, 2025, (ii) due the earlier of three (3) months from the dates of the Notes which are all September 12, 2025, or in the event of a prior subsequent financing by the Company, the Notes at the option of the holder must be repaid in full or, if applicable, are exchangeable into the consideration in the subsequent offering, (iii) subject to a payment in the event of a default of 120% of the unpaid principal amount, accrued interest and all other amounts owing under the Notes, which amount increases by 5% every 30 days following the date of the event of default until the Notes are paid in full (the "Mandatory Default Amount") and (iv) limited to prepayment only upon a change of control of the Company subject to payment of the Mandatory Default Amount.

Under the terms of the NPA, the Company (i) is prohibited from issuing any debt, convertible debt or sale of equity greater than $50,000 until the Notes have been satisfied in full other than for Exempted Scurities that include securities issued by the Company to Hudson Global or an affiliate of up to $1,500,000 or to Agile Capital Funding, LLC, Agile Lending, LLC, or an affiliate thereof of up to $2,500,000 ,(ii) shall, on or after October 5, 2025, but in no event later than October 17, 2025, consummate a PIPE transaction or transactions providing for the issuance of its common stock, instruments convertible into common stock or the issuance of debt, including any subordinated debt or convertible debt, with RBW serving as exclusive placement agent in connection with any such transaction or transactions and (iii) until the earlier of the date the Notes are repaid in full or otherwise satisfied or 18 months after the closing date of the Note financing with RBW, in the event that the Company proposes to offer or sell any equity or securities convertible into equity ("New Securities"), the Company must offer to the investors funding the Notes the opportunity to purchase up to 10% of such New Securities on a pro rata basis.

The foregoing description of the NPA and the Notes are qualified in their entirety by reference to the full text of those agreements, a copy of each of which is filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.