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0000889971
0000889971
2026-06-01
2026-06-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
June 1, 2026
Date of Report (Date of earliest event reported)
LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-27548
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86-0708398
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, par value $0.01
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LPTH
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The Nasdaq Stock Market, LLC
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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. ☐
LightPath Technologies, Inc.
Form 8-K
Item 1.01. Entry into a Material Definitive Agreement.
On June 1, 2026, LightPath Technologies, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with North Run Strategic Opportunities Fund I, LP (the “Selling Stockholder”) and certain institutional investors for the purchase and sale of an aggregate of 7,142,800 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of which 3,571,400 shares (the “Primary Shares”) of Class A Common Stock were sold by the Company (the "Primary Offering") and 3,571,400 shares (the “Secondary Shares” and, together with the Primary Shares, the “Shares”) of Class A Common Stock were sold by the Selling Stockholder (the "Secondary Offering" and, together with the Primary Offering, the "Offering"), each at an offering price of $14.00 per share, resulting in gross proceeds to the Company of approximately $50.0 million. The Offering closed on June 3, 2026.
The Company estimates that the net proceeds from the Offering will be approximately $47.0 million after deducting placement agent fees and other estimated offering expenses to be paid by the Company. The Company intends to use the net proceeds (after the payment of any offering expenses and/or placement agent fees) from the sale of the Primary Shares for working capital, investments, acquisitions and general corporate purposes. The Company will not receive proceeds from the Secondary Offering.
The Primary Offering was 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 (the “SEC”) on December 10, 2025, and the Secondary Offering was made pursuant to a shelf registration statement on Form S-3 (File No. 333-286947) that was declared effective by the SEC on May 12, 2025. The material terms of the Offering are described in the prospectus supplement dated June 1, 2026, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”).
The Company also entered into a placement agency agreement (the “Placement Agent Agreement”) with the Selling Stockholder and Craig-Hallum Capital Group LLC, as the sole placement agent (the “Placement Agent”), dated June 1, 2026, pursuant to which the Placement Agent agreed to serve as the placement agent in connection with the Offering. Upon the closing of the Primary Offering, the Company agreed to pay the Placement Agent a cash fee equal to 4.5% of the aggregate gross proceeds to the Company from the sale of the Primary Shares. Upon the closing of the Secondary Offering, the Selling Stockholder agreed to pay the Placement Agent a cash fee equal to 4.5% of the aggregate gross proceeds to the Selling Stockholder from the sale of the Secondary Shares.
In addition, the Placement Agency Agreement provides for customary lock-up agreements with the Company’s directors and executive officers, as well as the Selling Stockholder, for 60 days following the closing of the Offering, subject to certain exceptions.
Pursuant to the terms of the Securities Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Class A Common Stock and securities convertible into shares of Class A Common Stock during the 60-day period following the closing of the Offering, subject to specified exceptions. The Securities Purchase Agreement also prohibits the Company from entering into or effecting variable rate transactions during the 60-day period following the closing of the Offering, subject to specified exceptions.
The Securities Purchase Agreement and Placement Agency Agreement contain customary representations and warranties, conditions to closing, termination provisions, and indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Copies of each of the Securities Purchase Agreement and the Placement Agency Agreement are filed hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing description of the Securities Purchase Agreement and the Placement Agency Agreement are qualified in their entirety by reference to such exhibits. The representations, warranties and covenants contained in the Securities Purchase Agreement and the Placement Agency Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.
The Company is filing the opinion of its counsel, Baker & Hostetler LLP, relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto, which is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 7.01. Regulation FD Disclosure.
On June 2, 2026, the Company issued a press release announcing the pricing of the Offering (the “Pricing Press Release”). A copy of the Pricing Press Release is furnished hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the SEC and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)
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Exhibit No.
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Description
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5.1
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Opinion of Baker & Hostetler LLP.
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23.1
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Consent of Baker & Hostetler LLP (contained in Exhibit 5.1).
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10.1
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Securities Purchase Agreement, dated as of June 1, 2026, by and among LightPath Technologies, Inc., North Run Strategic Opportunities Fund I, LP and the purchasers party thereto.
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10.2
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Placement Agency Agreement, dated as of June 1, 2026, by and between LightPath Technologies, Inc., North Run Strategic Opportunities Fund I, LP and Craig-Hallum Capital Group LLC.
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99.1
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Press Release of LightPath Technologies, Inc., dated June 2, 2026.
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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LIGHTPATH TECHNOLOGIES, INC.
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Dated: June 3, 2026
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By:
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/s/ Albert Miranda
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Albert Miranda, Chief Financial Officer
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Exhibit 99.1
LightPath Technologies Announces $100 Million Registered Direct Primary and Secondary Offering of Class A Common Stock
ORLANDO, FL – June 2, 2026 - 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 the Company and North Run Strategic Opportunities Fund I, LP (the “Selling Stockholder”) have entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 7,142,800 shares of the Company’s Class A common stock, of which 3,571,400 shares of Class A common stock are being sold by the Company (the “Primary Offering”) and 3,571,400 shares of Class A common stock are being sold by the Selling Stockholder (the “Secondary Offering” and, together with the Primary Offering, the “Offering”), each at an offering price of $14.00 per share, resulting in gross proceeds to the Company of $50 million.
The Company intends to use the net proceeds from the Primary Offering for working capital, investments, acquisitions, and general corporate purposes. The Company will not receive any proceeds from the Secondary Offering. The Offering is expected to close on or about June 3, 2026, subject to the satisfaction of customary closing conditions.
Craig-Hallum is acting as sole placement agent for the Offering.
The Primary 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, and the Secondary Offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-286947) that was declared effective by the SEC on May 12, 2025. 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 prospectuses relating to the Offering may be obtained, when available, from Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 North Washington Ave., Suite 300, Minneapolis, MN 55401, 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.
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 impact of varying demand for the Company products; the U.S. government’s initiatives to move away from using optical systems from certain foreign nations; 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; 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; 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.
Investor Relations Contact
Lucas A. Zimmerman
MZ Group - MZ North America
LPTH@mzgroup.us
949-259-4987
