North Run fund exercises LightPath (LPTH) warrants, receives 2,728,968

Rhea-AI Filing Summary

LightPath Technologies insider entities reported several related transactions. On January 5, 2026, North Run Strategic Opportunities Fund I, LP exercised warrants to purchase 3,499,289 shares of LightPath Class A common stock at $2.58 per share. The exercise was cashless, so the issuer withheld 770,321 warrant shares to cover the exercise price and issued 2,728,968 shares to the fund, leaving 2,728,968 shares beneficially owned indirectly.

The Form 4 also notes that a senior secured promissory note originally issued to North Run - Due North Partners, LP on February 18, 2025, with a $4 million initial principal amount and a conversion feature into 1,860,465 common shares, was repaid in full on December 31, 2025, eliminating that convertible exposure. The reported securities are held through North Run partnership and general partner entities and may be deemed indirectly beneficially owned by associated individuals.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

North Run Strategic Opportunities Fund I, LP

(Last) (First) (Middle)

867 BOYLSTON STREET

5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIGHTPATH TECHNOLOGIES INC [ LPTH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/05/2026		X		3,499,289	A	$2.58	3,499,289	I	See footnotes(1)(4)
Class A Common Stock	01/05/2026		S(1)		770,321	D	$11.72	2,728,968	I	See footnotes(1)(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	(2)	12/31/2025		D			1,860,465	(2)	(2)	Class A Common Stock	1,860,465	$2.15	0	I	See footnotes(2)(3)
Class A Common Stock Purchase Warrants (Right to Buy)	$2.58	01/05/2026		X			3,499,289	02/18/2025	02/18/2031	Class A Common Stock	3,499,289	$0	0	I	See footnotes(2)(3)

1. Name and Address of Reporting Person^*

North Run Strategic Opportunities Fund I, LP

(Last) (First) (Middle)

867 BOYLSTON STREET

5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

North Run - Due North Partners, LP

(Last) (First) (Middle)

867 BOYLSTON STREET

5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member

1. Name and Address of Reporting Person^*

NORTH RUN GP, LP

(Last) (First) (Middle)

867 BOYLSTON STREET

5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member

1. Name and Address of Reporting Person^*

NORTH RUN ADVISORS, LLC

(Last) (First) (Middle)

867 BOYLSTON STREET

5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member

1. Name and Address of Reporting Person^*

ELLIS THOMAS B

(Last) (First) (Middle)

867 BOYLSTON STREET

5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HAMMER TODD B

(Last) (First) (Middle)

867 BOYLSTON STREET

5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member

1. Name and Address of Reporting Person^*

Bosco Michael

(Last) (First) (Middle)

867 BOYLSTON STREET

5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member

1. Name and Address of Reporting Person^*

North Run Strategic Opportunities Fund I GP, LLC

(Last) (First) (Middle)

867 BOYLSTON STREET

5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member

Explanation of Responses:

1. On January 5, 2026, North Run Strategic Opportunities Fund I, LP exercised a warrant to purchase 3,499,289 shares of the Issuer's Class A common stock for $2.58 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 770,321 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 2,728,968 shares.

2. On February 18, 2025, the Issuer issued to North Run - Due North Partners, LP a senior secured promissory note (the "Promissory Note") with an initial principal amount of $4 million. Upon the occurrence of certain circumstances, North Run - Due North Partners, LP would receive 4,000 shares of Issuer's Series G Convertible Preferred Stock, which at issuance would be convertible into 1,860,465 shares of Common Stock. The Promissory Note became payable on March 3, 2025 and did not have an expiration date. The Promissory Note was repaid in full by the Issuer on December 31, 2025.

3. The reported securities were directly held by North Run - Due North Partners, LP, and may have been deemed to be indirectly beneficially owned by North Run GP, LP as the general partner of North Run - Due North Partners, LP, and may have been deemed to be indirectly beneficially owned by North Run Advisors, LLC as the general partner of North Run GP, LP. The reported securities may have been deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of North Run Strategic Opportunities Fund I GP, LLC. The reported securities may also have been deemed to be indirectly beneficially owned by Thomas B. Ellis, Todd B. Hammer and Michael Bosco as limited partners of North Run - Due North Partners, LP.

4. The reported securities are directly held by North Run Strategic Opportunities Fund I, LP, and may be deemed to be indirectly beneficially owned by North Run Strategic Opportunities Fund I GP, LLC as the general partner of North Run Strategic Opportunities Fund I, LP. The reported securities may also be deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of North Run Strategic Opportunities Fund I GP, LLC.

	/s/ North Run Strategic Opportunities Fund I, LP	01/07/2026
	/s/ North Run - Due North Partners, LP, By Thomas B. Ellis, Member	01/07/2026
	North Run GP, LP, By: /s/ Thomas B. Ellis, Member	01/07/2026
	North Run Advisors, LLC, By: /s/ Thomas B. Ellis, Member	01/07/2026
	/s/ Thomas B. Ellis	01/07/2026
	/s/ Todd B. Hammer	01/07/2026
	/s/ Michael Bosco	01/07/2026
	North Run Strategic Opportunities Fund I GP, LLC, By: /s/ Thomas B. Ellis, Member	01/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did North Run report for LightPath Technologies (LPTH)?

North Run Strategic Opportunities Fund I, LP exercised warrants for 3,499,289 shares of LightPath Class A common stock on January 5, 2026 at $2.58 per share in a cashless transaction.

How many LightPath shares did North Run receive from the warrant exercise?

From the 3,499,289 warrant shares, 770,321 shares were withheld to pay the exercise price and 2,728,968 shares of Class A common stock were issued to North Run Strategic Opportunities Fund I, LP.

Did the warrant position of North Run in LightPath remain after this Form 4?

No. The Class A Common Stock Purchase Warrants covering 3,499,289 shares were exercised in full, and the derivative position reported in the warrant line item was reduced to zero.

What was the reported sale price for the withheld LightPath shares?

The 770,321 LightPath Class A common shares withheld in connection with the cashless exercise are reported with a transaction code "S" at a price of $11.72 per share.

What happened to the $4 million convertible promissory note held by North Run?

LightPath had issued a $4 million senior secured promissory note to North Run - Due North Partners, LP, which was potentially convertible into 1,860,465 common shares. This note was repaid in full on December 31, 2025, and the derivative balance went to zero.

Who is shown as indirectly benefiting from these LightPath securities?

The securities are directly held by North Run Strategic Opportunities Fund I, LP and North Run - Due North Partners, LP, and may be deemed indirectly beneficially owned by North Run GP, LP, North Run Advisors, LLC, North Run Strategic Opportunities Fund I GP, LLC and individuals including Thomas B. Ellis, Todd B. Hammer and Michael Bosco, as described in the footnotes.