LightPath Technologies, Inc. Announces Pricing of $60 Million Public Offering of Common Stock

Rhea-AI Summary

LightPath Technologies (NASDAQ: LPTH) priced an underwritten public offering of 7,750,000 shares of Class A common stock at $7.75 per share, for gross proceeds of approximately $60 million, before underwriting discounts, commissions and expenses.

The company granted the underwriters a 30‑day option to buy up to an additional 1,162,500 shares at the public offering price (15% overallotment). The offering is expected to close on or about December 15, 2025, subject to customary closing conditions.

LightPath intends to use net proceeds for working capital, investments, acquisitions, and general corporate purposes. The offering is made under an S-3 shelf declared effective by the SEC on December 10, 2025.

Positive

• Public offering sized at $60 million gross proceeds
• Underwriters granted a 30‑day 15% overallotment option
• Net proceeds earmarked for working capital and acquisitions

Negative

• Issuance of 7,750,000 shares will dilute existing shareholders
• Gross proceeds will be reduced by underwriting discounts, commissions and expenses
• Closing conditional and expected on Dec 15, 2025, creating timing uncertainty

Key Figures

Offering size $60,000,000 Gross proceeds before fees for current underwritten offering

Shares offered 7,750,000 shares Class A common stock in current public offering

Offering price $7.75 per share Public offering price for Class A common stock

Underwriters’ option 1,162,500 shares 30-day option for additional Class A common shares

Shelf capacity $200,000,000 Total securities amount under Form S-3 shelf

Q1 2026 revenue $15.1M Fiscal Q1 2026, +79% year-over-year

Q1 2026 net loss $2.9M Fiscal Q1 2026, $0.07 loss per share

Order backlog $90M+ Reported backlog supporting future revenue conversion

Market Reality Check

$9.12 Last Close

Volume Volume 1,399,482 vs. 20-day average 1,073,311, about 1.3x typical activity pre-offering normal

Technical Shares at $9.12, trading above 200-day MA of $4.48 and 14.69% below 52-week high

Peers on Argus

Pre-offering, LPTH was up 3.4% while peers showed mixed moves: MEI +1.96%, MPTI +1.23%, KULR -0.26%, LINK -5.5%, RELL flat. This points to a company-specific setup rather than a broad sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 11	Equity offering plan	Negative	+3.4%	Proposed underwritten common stock offering under existing S-3 shelf.
Nov 11	Earnings results	Positive	+3.3%	Q1 2026 results with 79% YoY revenue growth and positive EBITDA.
Nov 10	Management hire	Positive	+0.9%	New VP of Manufacturing to support scaling and convert >$90M backlog.
Nov 04	Earnings call notice	Neutral	-7.7%	Announcement of upcoming Q1 2026 earnings release and call.
Oct 20	Large IR order	Positive	+17.3%	$4.8M IR camera order and backlog commentary supporting growth outlook.

Pattern Detected

Recent news events have mostly coincided with positive price reactions, especially on backlog and earnings updates.

Recent Company History

Over the last few months, LightPath has reported strong growth, with fiscal Q1 2026 revenue of $15.1M (+79% YoY) and a record backlog above $90M. Positive demand signals, including a $4.8M public safety IR order, were followed by operational scaling moves like a new VP of Manufacturing. On Dec 11, 2025, the company announced a proposed equity offering, now followed by this priced $60M deal, leveraging its $200M S-3 shelf to fund working capital, investments, acquisitions, and general corporate purposes.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-21

$200,000,000 registered capacity

LightPath has an active Form S-3 filed on 2025-11-21 allowing issuance of up to $200,000,000 in Class A common stock, warrants, or units over time. The current $60M underwritten common stock offering is being conducted under this shelf, meaning additional securities could still be issued in future offerings, subject to market conditions and company decisions.

Market Pulse Summary

The stock is down -8.6% following this news. A negative reaction despite prior positive responses to company updates would fit the pattern often seen with dilutive equity raises. This offering adds 7,750,000 shares at $7.75, with an additional 1,162,500-share option, under a broader $200M S-3 shelf. Such supply can pressure valuation until the market gains clarity on how efficiently the $60M in proceeds supports growth, acquisitions, or balance sheet strength.

Key Terms

underwritten public offering financial

"today announced the pricing of an underwritten public offering of 7,750,000 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

underwriting discounts and commissions financial

"before deducting underwriting discounts and commissions and other estimated offering"

Underwriting discounts and commissions are fees paid to financial institutions that help sell new securities to investors. They act like a commission for their role in connecting companies with buyers, often reducing the amount of money the issuing company raises. For investors, understanding these costs helps gauge how much of their investment is going toward the actual securities versus fees paid to middlemen.

shelf registration statement regulatory

"The offering is being made pursuant to a shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"pursuant to a shelf registration statement on Form S-3 (File No. 333-291717)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A preliminary prospectus supplement and accompanying prospectus relating to the offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. Not financial advice.

ORLANDO, Fla., Dec. 12, 2025 /PRNewswire/ -- LightPath Technologies, Inc. (NASDAQ: LPTH) ("LightPath," the "Company," "we," or "our"), a leading provider of next-generation optics and imaging systems for both defense and commercial applications, today announced the pricing of an underwritten public offering of 7,750,000 shares of its Class A common stock at a price to the public of $7.75 per share for gross proceeds of approximately $60 million, before deducting underwriting discounts and commissions and other estimated offering expenses. In addition, LightPath has granted the underwriters a 30-day option to purchase up to an additional 1,162,500 shares of its Class A common stock at the public offering price for the Class A common stock, less underwriting discounts and commissions. All shares of Class A common stock are being offered by LightPath. The offering is expected to close on or about December 15, 2025, subject to the satisfaction of customary closing conditions.

Canaccord Genuity and Craig-Hallum are acting as joint bookrunners and representatives of the underwriters for the offering. Lake Street is acting as co-manager for the offering.

LightPath intends to use the net proceeds from the offering for working capital, investments, acquisitions, and general corporate purposes.

The offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-291717) that was declared effective by the Securities and Exchange Commission ("SEC") on December 10, 2025. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been filed with the SEC and a final prospectus supplement with the final terms of the offering will be filed with the SEC and will be available for free on the SEC's website, located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained, when available, from Canaccord Genuity, Attention: Syndication Department, One Post Office Square, Suite 3000, Boston, Massachusetts 02109, or by telephone at (617) 371-3900, or by email at prospectus@cgf.com, or Craig-Hallum, Attention: Equity Capital Markets, 323 North Washington Ave., Suite 300, Minneapolis, MN 55401, or by telephone at (612) 334-6300, or by email at prospectus@chlm.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

About LightPath Technologies

LightPath Technologies, Inc. (NASDAQ: LPTH) is a leading provider of next-generation optics and imaging systems for both defense and commercial applications. As a vertically integrated solutions provider with in-house engineering design support, LightPath's family of custom solutions range from proprietary BlackDiamond™ chalcogenide-based glass materials - sold under exclusive license from the U.S. Naval Research Laboratory - to complete infrared optical systems and thermal imaging assemblies. The Company's primary manufacturing footprint is located in Orlando, Florida with additional facilities in Texas, New Hampshire, Latvia and China. To learn more, please visit www.lightpath.com.

Forward-Looking Statements

This press release includes statements that constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "guidance," "plan," "estimate," "will," "would," "project," "maintain," "intend," "expect," "anticipate," "prospect," "strategy," "future," "likely," "may," "should," "believe," "continue," "opportunity," "potential," and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, without limitation, statements regarding the satisfaction of customary closing conditions related to the offering and the anticipated use of proceeds. These forward-looking statements are based on information available at the time the statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the likelihood that the Company will need additional capital to sustain its operations in the future and to repay indebtedness; the impact of varying demand for the Company products; the Company's reliance on a few key customers; the ability of the Company to obtain needed raw materials and components from its suppliers; the impact that international tariffs may have on our business and results of operations; the impact of political and other risks as a result of our sales to internal customers and/or our sourcing of materials from international suppliers; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; geopolitical tensions, the Russian-Ukraine conflict, and the Hamas/ Israel war; the effects of steps that the Company could take to reduce operating costs; the inability of the Company to sustain profitable sales growth, convert inventory to cash, or reduce its costs to maintain competitive prices for its products; circumstances or developments that may make the Company unable to implement or realize the anticipated benefits, or that may increase the costs, of its current and planned business initiatives; and those factors detailed by the Company in its public filings with the SEC, including its Annual Report on Form 10-K and other filings with the SEC. Should one or more of these risks, uncertainties, or facts materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by the forward-looking statements contained herein. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

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SOURCE LightPath Technologies

FAQ

How many shares did LightPath (LPTH) offer and at what price?

LightPath offered 7,750,000 Class A shares at $7.75 per share.

What is the total gross proceeds from the LPTH public offering?

The offering is expected to generate approximately $60 million in gross proceeds before fees and expenses.

Does the LPTH offering include an overallotment option and how large is it?

Yes; underwriters have a 30‑day option to purchase up to 1,162,500 additional shares (15% overallotment).

When is the LightPath (LPTH) offering expected to close?

The offering is expected to close on or about December 15, 2025, subject to customary closing conditions.

How will LightPath (LPTH) use the net proceeds from the offering?

LightPath intends to use net proceeds for working capital, investments, acquisitions, and general corporate purposes.

Who are the bookrunners for the LPTH offering?

Canaccord Genuity and Craig‑Hallum are joint bookrunners and representatives; Lake Street is co‑manager.