Lightpath Technologies Inc SEC Filings

LightPath Technologies (LPTH) reported an insider equity transaction by its Chief Financial Officer on a Form 4. On 11/17/2025, restricted stock units were settled into 7,359 shares of Class A common stock on a one-for-one basis upon vesting. The filing notes that some shares were withheld to cover the employee's share of payroll taxes, a common practice in equity compensation. After this transaction, the reporting person beneficially owned 62,595 shares of Class A common stock directly.

LightPath Technologies (LPTH) reported its Q1 FY2026 results for the quarter ended September 30, 2025. Revenue rose to $15,058,281 from $8,400,381 a year ago, driven by growth in infrared components and assemblies and modules. Gross profit was $4,482,572.

The company posted an operating loss of $2,505,778 and a net loss of $2,893,002 (basic and diluted EPS $(0.07)), compared with a net loss of $1,622,745 in the prior-year quarter. Operating expenses increased to $6,988,350, including a $1,282,529 non‑cash increase from the change in fair value of acquisition liabilities related to the G5 Infrared earnout.

Liquidity improved: cash and cash equivalents were $11,507,418 versus $4,877,036 at June 30, 2025, aided by a $7,894,045 private equity placement. Deferred revenue was $1.0 million. By product group, revenue was $4,257,955 infrared components, $3,838,306 visible components, $5,859,498 assemblies and modules, and $1,102,522 engineering services.

LightPath Technologies (LPTH) filed its definitive proxy for a virtual Annual Meeting on December 17, 2025, at 11:00 a.m. ET. Stockholders will vote to elect three Class I directors, hold an advisory say‑on‑pay vote, approve Amendment No. 2 to the 2018 Stock and Incentive Compensation Plan to increase shares available for future grants by 2,500,000 Class A shares, and ratify BDO USA, P.C. as auditor.

The meeting is virtual-only via web portal access using a control number. The record date is October 24, 2025. Voting classes include Class A Common Stock and Series G Convertible Preferred Stock on an as‑converted basis. As context, Class A shares outstanding were 45,426,924 and Series G Preferred outstanding were 24,955.9 on the record date. Proposal 4 is a broker‑discretionary item; the other proposals are not.

The Board recommends “FOR” all proposals. The proxy also outlines Board structure, committee compositions, executive compensation practices, and stock ownership and trading policies.

LightPath Technologies (LPTH)Director. The filing reports no securities beneficially owned as of the event on 10/09/2025. The form indicates it was filed by one reporting person, and includes a Power of Attorney (Exhibit 24) with the signature by an attorney-in-fact.

LightPath Technologies (LPTH) appointed Mark Caylor to its Board effective October 9, 2025. He fills an existing vacancy as a Class I director and will serve until a successor is duly elected and qualified or until earlier departure events.

The Board determined Mr. Caylor is independent under Nasdaq Rule 5605(a)(2). His appointment fulfills a commitment under the February 13, 2025 Securities Purchase Agreement, under which North Run Strategic Opportunities Fund I, LP designated him as the independent director. Mr. Caylor previously served as corporate vice president and president of Northrop Grumman Mission Systems (2018–2024).

He will receive the Company’s standard non‑employee director compensation. The Company reports no related‑party transactions exceeding $120,000 involving Mr. Caylor since July 1, 2024. An exhibit includes a press release dated October 13, 2025.

Marathon Micro Fund, L.P. filed an amended Schedule 13G reporting beneficial ownership of 2,150,000 shares of LightPath Technologies, Inc. common stock, representing 4.9% of the class. The filing states Marathon Micro Fund holds sole voting and sole dispositive power over these shares and that the securities were acquired and are held in the ordinary course of business. The filing includes a certification that the position was not acquired to change or influence control of the issuer. The reported event date is 10/10/2025.

The registration statement permits the selling stockholders to dispose of registered securities using a broad set of market methods. These methods include ordinary brokerage transactions, broker‑dealer solicited sales, block trades where the broker may act as agent or position and resell a portion as principal, purchases and resales by broker‑dealers for their accounts, exchange distributions under exchange rules, privately negotiated transactions, settlement of short sales, agreed sales of specified numbers at stipulated prices, and sales via writing or settlement of options or other hedging transactions. The statement also allows combinations of these approaches or any other method permitted by law.

LightPath Technologies, Inc. reports a fiscal year focused on strategic acquisition and financing activity to expand its optical assemblies and infrared materials capabilities. The company completed the acquisition of G5 Infrared, recognizing $7.0 million of goodwill tied to market presence and workforce and recording an increase of $5.0 million (an increase of $1.4 million) included in the change in fair value of acquisition liabilities in the consolidated statements.

To fund the acquisition the company completed a Securities Purchase Agreement that generated approximately $32.2 million of proceeds (inclusive of conversion of a bridge promissory note) before $2.2 million of offering expenses, issued Series G Convertible Preferred Stock, warrants exercisable at $2.58, and Acquisition Notes that include an EBITDA conversion trigger of $4.9 million. The company also completed a $8.0 million private placement of 1.6 million shares at $5.00 per share on September 16, 2025.