LPTH updates 8-K with pro forma results for G5 Infrared deal

Rhea-AI Filing Summary

LightPath Technologies, Inc. filed an amended Form 8-K/A to update prior disclosures related to its acquisition of G5 Infrared, LLC. The company previously agreed, under a Membership Interest Purchase Agreement dated February 13, 2025, to acquire all of the issued and outstanding membership interests of G5 Infrared from its sellers, and completed this transaction on February 18, 2025. This amendment provides an unaudited pro forma consolidated statement of operations for the fiscal year ended June 30, 2025, showing how LightPath’s results would look after giving effect to the G5 Infrared acquisition, which is included as Exhibit 99.1.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

November 21, 2025 (February 18, 2025)

Date of Report (Date of earliest event reported)

LIGHTPATH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-27548		86-0708398
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2603 Challenger Tech Court, Suite 100

Orlando, Florida 32826

(Address of principal executive office, including zip code)

(407) 382-4003

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	LPTH	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providing pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

This Amendment on Form 8-K/A is being filed by LightPath Technologies, Inc. (the “Company”) to amend its current report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2025 (the “Original Report”), which was amended on May 2, 2025 (the “Amended Report”),  for the purpose of filing the unaudited pro forma condensed combined statement of operations for the year ended June 30, 2025, after giving effect to the acquisition of G5 Infrared, LLC ("G5 Infrared") on February 18, 2025 (the "Transaction").

As previously disclosed, the Company entered into a Membership Interest Purchase Agreement, dated as of February 13, 2025 (the “Membership Interest Purchase Agreement”), by and among the Company, G5 Infrared, the members of G5 Infrared (the “Sellers”), and Kenneth R. Greenslade, solely in his capacity as Sellers’ Representative, pursuant to which the Company has agreed to acquire from the Sellers all of the issued and outstanding membership interests of G5 Infrared (the “Transaction”). On February 18, 2025, the Company completed the Transaction (the “Closing Date”).

Item 9.01 Financial Statements and Exhibits.

(a) Pro Forma Financial Information.

The unaudited pro forma consolidated statements of operations of LightPath Technologies, Inc. for the fiscal year ended June 30, 2025, giving effect to the Transaction, are attached hereto as Exhibit 99.1.

(d) Exhibits.

Exhibit No.		Description
99.1		Unaudited pro forma consolidated statements of operations of LightPath Technologies, Inc. for the fiscal year ended June 30, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized.

	LIGHTPATH TECHNOLOGIES, INC.
Dated: November 21, 2025	By:	/s/ Albert Miranda
		Albert Miranda, Chief Financial Officer

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FAQ

What is LightPath Technologies (LPTH) disclosing in this Form 8-K/A amendment?

LightPath Technologies is amending a previous report to file an unaudited pro forma consolidated statement of operations for the year ended June 30, 2025, reflecting the completed acquisition of G5 Infrared, LLC as of the February 18, 2025 closing date.

What transaction involving LPTH and G5 Infrared, LLC is referenced in this amendment?

The amendment relates to LightPath Technologies’ acquisition of all issued and outstanding membership interests of G5 Infrared, LLC under a Membership Interest Purchase Agreement dated February 13, 2025, which was completed on February 18, 2025.

What financial information does LPTH provide in Exhibit 99.1 of this 8-K/A?

Exhibit 99.1 contains the unaudited pro forma consolidated statement of operations of LightPath Technologies, Inc. for the fiscal year ended June 30, 2025, giving effect to the G5 Infrared acquisition.

Why did LightPath Technologies file this 8-K/A instead of a new 8-K?

LightPath filed an 8-K/A to amend its earlier reports from February 21, 2025 and May 2, 2025 by adding required pro forma financial information related to the completed G5 Infrared transaction.

Who signed the amended 8-K/A for LightPath Technologies (LPTH)?

The amended report was signed on behalf of LightPath Technologies, Inc. by Albert Miranda, who is identified as the company’s Chief Financial Officer.

Which securities of LightPath Technologies are listed on Nasdaq?

The filing states that LightPath Technologies’ Class A Common Stock, par value $0.01 per share, trades on The Nasdaq Stock Market, LLC under the symbol LPTH.