LightPath Technologies, Inc. Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

LightPath Technologies (NASDAQ: LPTH) announced a proposed underwritten public offering of its Class A common stock on Dec 11, 2025. The company said all offered shares will be issued by LightPath and underwriters have a 30-day option to purchase up to an additional 15% of shares at the public offering price, less discounts and commissions.

LightPath intends to use net proceeds for working capital, investments, acquisitions, and general corporate purposes. The offering is subject to market conditions and will be made under the company’s Form S-3 shelf registration declared effective by the SEC on Dec 10, 2025.

Positive

• Underwritten offering provides immediate capital-raising mechanism
• Underwriters include Canaccord Genuity and Craig-Hallum
• Proceeds targeted for working capital, investments, and acquisitions

Negative

• Potential shareholder dilution from issuance of new Class A shares
• Offering completion is uncertain and subject to market conditions
• Underwriter option to issue up to 15% more shares increases dilution risk

Key Figures

Shelf file number File No. 333-291717 Form S-3 shelf supporting this offering

Over-allotment option period 30 days Duration of underwriters’ option to buy additional shares

Over-allotment size Up to 15% additional shares Underwriters’ option relative to base deal size

Shelf effectiveness date December 10, 2025 SEC effectiveness of Form S-3 cited in release

Market Reality Check

$8.82 Last Close

Volume Volume 776,663 is 0.64x the 20-day average of 1,207,804, indicating subdued trading ahead of the offering. low

Technical Shares at $8.82 are trading above the $4.44 200-day MA, reflecting a pre-offering uptrend.

Peers on Argus

Key peers like MEI (+4.71%), RELL (+5.12%) and LINK (+11.57%) showed gains, but momentum scanners did not flag a broader sector move tied to this announcement.

Common Catalyst Select peers had their own news (defense contract for MPTI, AI data center initiative for KULR), suggesting company-specific catalysts rather than a shared offering theme.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 11	Earnings results	Positive	+3.3%	Strong Q1 growth, positive EBITDA, and large IR camera backlog.
Nov 10	Management change	Positive	+0.9%	New VP of Manufacturing to support scaling global production.
Nov 04	Earnings call notice	Neutral	-7.7%	Announcement of date and time for Q1 2026 earnings call.
Oct 20	Contract win	Positive	+17.3%	$4.8M IR camera order adding to prior large IR contracts.
Oct 13	Board appointment	Positive	+11.7%	Veteran defense executive added to board to support growth.

Pattern Detected

Operational wins and strategic appointments have generally coincided with positive price reactions, while a scheduling-type earnings call notice saw a negative move.

Recent Company History

Over the last few months, LightPath reported strong fiscal Q1 2026 results with revenue of $15.1M and a >$90M backlog, alongside positive EBITDA and multiple large IR camera orders (including $18.2M, $22.1M, and a $4.8M public safety order). Management deepened capabilities via board and manufacturing leadership appointments. Those updates often aligned with double‑digit gains, providing important context as the company now taps equity markets through a public offering.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-11-21

$200,000,000 registered capacity

An effective Form S-3 shelf filed on 2025-11-21 allows LightPath to offer up to $200,000,000 of securities, including Class A common stock and warrants, in one or more takedowns. This offering uses that pre-registered capacity for general corporate purposes such as working capital, investments, acquisitions, and potential debt reduction.

Market Pulse Summary

The stock is dropping -16.8% following this news. A negative reaction despite the company’s recent operational momentum would fit a typical pattern for equity offerings, which introduce dilution concerns. LightPath is drawing on its $200,000,000 shelf to issue new Class A common shares, with an additional 15% over‑allotment option. With shares trading above the $4.44 200-day MA before the deal, any decline could reflect recalibration around offering size, pricing, and future capital needs.

Key Terms

underwritten public offering financial

"announced that it has commenced an underwritten public offering of 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.

shelf registration statement regulatory

"The proposed offering is being made pursuant to a shelf registration statement"

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

"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"

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.

joint bookrunners financial

"Canaccord Genuity and Craig-Hallum are acting as joint bookrunners"

Joint bookrunners are the lead banks or brokers who share responsibility for organizing and selling a new offering of securities, like shares or bonds. Think of them as co-hosts of a big sale who coordinate pricing, gather investor interest (the “order book”), and split the work and risk—investors watch who the joint bookrunners are because their reputation and effort influence how smoothly the deal is priced, how widely it’s distributed, and how likely it is to succeed.

AI-generated analysis. Not financial advice.

ORLANDO, Fla., Dec. 11, 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 that it has commenced an underwritten public offering of shares of its Class A common stock. In addition, LightPath expects to grant the underwriters a 30-day option to purchase up to an additional 15% of shares of 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 proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the proposed offering.

Canaccord Genuity and Craig-Hallum are acting as joint bookrunners and representatives of the underwriters for the proposed offering.

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

The proposed 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 proposed 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 preliminary prospectus supplement and the accompanying prospectus relating to the proposed 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 proposed and the intended 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, market conditions, the size and terms of the offering; 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 Securities and Exchange Commission (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

What did LightPath (LPTH) announce on December 11, 2025 about a stock offering?

LightPath announced a proposed underwritten public offering of Class A common stock and a 30-day option for underwriters to buy up to an additional 15% of shares.

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

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

Who are the underwriters for LightPath's (LPTH) proposed offering?

Canaccord Genuity and Craig-Hallum are acting as joint bookrunners and representatives of the underwriters.

Is LightPath's (LPTH) offering guaranteed to occur and what could affect it?

No; the offering is subject to market and other conditions, so there is no assurance it will be completed or on proposed terms.

Where can investors find the LightPath (LPTH) preliminary prospectus for the offering?

A preliminary prospectus supplement and accompanying prospectus will be filed with the SEC and available for free at www.sec.gov when filed.