LIGHTPATH TECHNOLOGIES INC SEC Filings

LightPath Technologies chief financial officer Miranda Albert reported the vesting of restricted stock units into 12,103 shares of Class A common stock on February 2, 2026. The units converted to shares on a one-for-one basis, and some shares were withheld to cover payroll taxes.

Following this equity settlement, Albert beneficially owned 78,835 shares of LightPath’s Class A common stock held directly in her name, reflecting her ongoing equity-based compensation rather than an open‑market purchase or discretionary sale.

LightPath Technologies entered into an Asset Purchase Agreement for Amorphous Materials, Inc.’s business that compounds and melts Chalcogenide glasses for third‑party manufacturers. Through its wholly owned subsidiary, the company will acquire substantially all of the seller’s assets and assume certain related liabilities.

Total consideration will not exceed $10.0 million, including a $7.0 million cash payment at closing and up to $3.0 million in contingent stock payments tied to performance milestones. These contingent payments are structured as up to six tranches of $500,000 each, calculated using an LPTH stock price formula. As of January 20, 2026, the seller achieved the first milestone and received 39,897 shares of Class A common stock.

The acquisition closed on January 21, 2026. Shares issued in the transaction are unregistered and rely on private offering exemptions. Certain seller shareholders agreed to a six‑month lock‑up after closing, followed by six months of leak‑out restrictions that limit how quickly they may sell shares.

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.

LightPath Technologies received an ownership update from a major investor group. North Run Strategic Opportunities Fund I, its general partner and two principals filed an amended Schedule 13D showing they collectively beneficially own approximately 18.9% of LightPath’s Class A common stock. Their position includes common shares and shares issuable upon conversion of Series G preferred stock.

The amendment explains several recent steps. On December 31, 2025, LightPath paid off a promissory note in full, so certain affiliated entities and an individual are no longer reporting persons or beneficial owners of shares that could have been issued under that note. On January 5, 2026, North Run Strategic Opportunities Fund I acquired additional common stock through the cashless exercise of 3,499,289 warrants, receiving 2,728,968 shares. Following prior stockholder approval, the fund also elected to remove a beneficial ownership cap and an exchange cap that had limited how much stock could be owned through its warrants and Series G preferred shares.

LightPath Technologies, Inc. reported the results of its Annual Meeting of Stockholders held on December 17, 2025. Stock representing about 76.0% of the voting power was present, providing a quorum. Holders elected Class I directors Dr. Joseph Menaker, Darcie Peck, and Mark Caylor by plurality of the votes cast.

Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. They also approved Amendment No. 2 to the 2018 Stock Incentive Compensation Plan, increasing shares available for future equity awards by 2,500,000 shares of Class A Common Stock. In addition, stockholders ratified the selection of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending June 30, 2026.

LightPath Technologies, Inc. is registering up to 1,600,000 shares of its Class A common stock for resale by two existing stockholders, Unusual Machines, Inc. and Ondas Holdings Inc. These shares were previously issued in a private placement at $5.00 per share, which closed on September 16, 2025 and generated $8.0 million in gross proceeds for the company. All shares in this prospectus are being sold by the stockholders, and LightPath will not receive any proceeds from their resale.

The company’s Class A common stock trades on the Nasdaq Capital Market under the symbol “LPTH”, and the closing price was $8.10 per share on December 12, 2025. As of September 26, 2025, there were 44,670,213 Class A shares outstanding. LightPath describes a growth strategy focused on infrared imaging systems, proprietary BlackDiamond glass materials that reduce reliance on Germanium, and advanced optical assemblies serving defense, security and other high-performance markets.

LightPath Technologies is offering 7,750,000 shares of its Class A common stock at $7.75 per share, for gross proceeds of $60,062,500 before underwriting discounts and expenses. Net proceeds are estimated at $56.8 million, and the underwriters have a 30‑day option to buy up to 1,162,500 additional shares.

Shares outstanding are expected to be 53,280,177 after the offering, and new investors face immediate dilution of $6.31 per share relative to the offering price. The company plans to use the cash for working capital, investments, acquisitions and general corporate purposes, while highlighting proprietary BlackDiamond infrared materials and integrated imaging systems as key parts of its growth strategy.

LightPath Technologies, Inc. entered into an underwriting agreement for an underwritten public offering of 7,750,000 shares of its Class A common stock at $7.75 per share, with the underwriters holding a 30-day option to buy up to an additional 1,162,500 shares.

The offering, made under an effective shelf registration statement, is expected to close on December 15, 2025, and the company estimates net proceeds of approximately $56.8 million, to be used for working capital, investments, acquisitions and general corporate purposes.

LightPath agreed to a 90-day restriction on issuing or selling additional equity or convertible securities, and is providing customary representations, warranties, indemnification and a legal opinion related to the issuance and sale of the shares.

LightPath Technologies (LPTH) director equity update: A company director reported equity transactions involving Class A common stock and restricted stock units. On 11/20/2025, 19,355 shares of Class A common stock were acquired in a transaction coded "M," which typically indicates settlement or exercise of derivative securities. Following this transaction, the director directly beneficially owned 69,151 shares of Class A common stock.

Separately, on 11/18/2025, the director was granted 8,824 restricted stock units, each representing a contingent right to receive one share of Class A common stock. These restricted stock units vest one year from the grant date, with directors allowed to defer receipt of the underlying shares to a future date. Any unvested restricted stock units will fully vest if the director leaves the board.