[8-K] Lightpath Technologies Inc Reports Material Event

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Corporate Governance Specialist

LightPath stockholders approved major acquisition-related share issuance and expanded equity compensation plans, indicating strategic growth initiatives.

This 8-K filing reports the results of LightPath Technologies' Special Meeting of Stockholders held on June 16, 2025, where three significant proposals received shareholder approval. Most notably, shareholders approved the issuance of potentially 20% or more of the company's outstanding Class A Common Stock related to LightPath's acquisition of G5 Infrared, LLC (completed February 18, 2025). This approval allows shares to be issued upon conversion of Series G Preferred Stock and exercise of warrants associated with this transaction.

The meeting also approved two important compensation-related initiatives. First, an amendment to the 2018 Stock Incentive Compensation Plan that increases available shares by 4 million, significantly expanding the company's equity compensation capabilities. Second, shareholders approved the adoption of a new 2025 Employee Stock Purchase Plan. Both measures received strong shareholder support, with over 93% voting in favor of the ESPP and 93.8% approving the incentive plan expansion.

The robust approval rates across all proposals (84% for the acquisition-related share issuance) demonstrate strong shareholder confidence in management's strategic direction. The acquisition of G5 Infrared represents a material business transaction requiring substantial equity consideration, while the expanded compensation plans suggest preparation for growth in personnel and executive retention efforts. These governance developments position LightPath for potential expansion while giving management the equity tools needed for talent acquisition and retention.

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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 16, 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. ☐

LightPath Technologies, Inc.

Form 8-K

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2025, LightPath Technologies, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Meeting”). A total of 48,954,542 shares of the Company’s capital stock were issued and outstanding as of the record date of the Meeting, April 24, 2025, comprised of 42,898,936 shares of Class A Common Stock and 6,055,606 shares of Series G Preferred Stock. Each share of Class A Common Stock was entitled to one vote and, other than with respect to Proposal 1, each share of Series G Preferred Stock was entitled to one vote. A total of 28,620,920 shares of capital stock were present or represented by proxy and voted at the Meeting, constituting a quorum. The following proposals, as described in greater detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 2, 2025 (the “Proxy Statement”) were voted on at the Meeting. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Proxy Statement.

Proposal 1 – Approval of Issuance of Shares of Class A Common Stock Issuable Upon Conversion of Series G Preferred Stock and Exercise of Warrants.

The Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635, the issuance of 20% or more of the Company's outstanding shares of Class A Common Stock or securities convertible into Class A Common Stock (a) in connection with the Company’s acquisition of all of the outstanding membership interests of G5 Infrared, LLC on February 18, 2025 or (b) upon (i) the conversion of shares of Series G Preferred Stock, and (ii) the exercise of warrants to purchase shares of Class A Common Stock, dated February 18, 2025. The results of the voting were as follows:

For		Against		Abstain
21,272,650		1,015,537		277,126

Proposal 2 – Approval of Amendment to the 2018 Stock Incentive Compensation Plan (the “2018 SICP”).

The Company’s stockholders approved an amendment to the 2018 SICP to increase the number of shares available for future grants by 4,000,000 shares of Class A Common Stock. The results of the voting were as follows:

For		Against		Abstain
26,846,741		1,161,098		613,081

Proposal 3 – Approval of the 2025 Employee Stock Purchase Plan (the “2025 ESPP”).

The Company’s stockholders approved the adoption of the 2025 ESPP. The results of the voting were as follows:

For		Against		Abstain
27,432,805		534,928		653,187

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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: June 20, 2025	By:	/s/ Albert Miranda
		Albert Miranda, Chief Financial Officer

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