| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A common stock, $0.01 par value |
| (b) | Name of Issuer:
LIGHTPATH TECHNOLOGIES INC |
| (c) | Address of Issuer's Principal Executive Offices:
2603 CHALLENGER TECH CT, STE 100, ORLANDO,
FLORIDA
, 32826-2716. |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on February 25, 2025, as amended by Amendment No. 1 filed on January 7, 2026, Amendment No. 2 filed on February 24, 2026, Amendment No. 3 filed on March 4, 2026, and Amendment No. 4 filed on May 14, 2026 (as amended, the "Original Schedule 13D" and the Original Schedule 13D as amended by this Amendment No. 5, the "Schedule 13D"). This Amendment No. 5 amends and supplements Items 3, 4 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Original Schedule 13D. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 is hereby amended and supplemented to add the following at the end thereof:
The information in Item 5(c) is incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
| | Item 4 is hereby amended and supplemented to add the following at the end thereof:
The information in Item 5(c) is incorporated herein by reference. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated in its entirety to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 62,789,407 Shares outstanding as of May 4, 2026, which is the total number of Shares outstanding as of such date as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026, in addition to 3,571,400 Shares issued to NR-SOF on June 2, 2026 upon its conversion of 7,678.51 shares of Series G Preferred. As a result of the Stockholder Approval, the percentages set forth herein for each of the Reporting Persons do not give effect to the Beneficial Ownership Limitation or the Exchange Cap.
As of the date hereof, NR-SOF directly beneficially owns 6,717,376 Shares, constituting approximately 9.6% of the Shares outstanding.
North Run Opportunities, as the general partner of NR-SOF, may be deemed to beneficially own 6,717,376 Shares, constituting approximately 9.6% of the Shares outstanding.
Each of Mr. Hammer and Mr. Ellis, as the sole members of North Run Opportunities, may be deemed to beneficially own 6,717,376 Shares, constituting approximately 9.6% of the Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. |
| (b) | Each of North Run Opportunities, and Messrs. Hammer and Ellis may be deemed to share the power to vote and dispose of the Shares owned by NR-SOF. |
| (c) | Except as otherwise set forth herein, there have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
On May 12, 2026, NR-SOF sold 83,052 Shares at a weighted average price of $12.25 per share, or $1,017,066.17 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.0813 to $12.4449, inclusive.
On May 13, 2026, NR-SOF sold 45,000 Shares at a weighted average price of $12.29 per share, or $552,864.10 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.25 to $12.3452, inclusive.
On May 14, 2026, NR-SOF sold 165,000 Shares at a weighted average price of $12.16 per share, or $2,006,880.28 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.00 to $12.32, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the ranges set forth in this Item 5(c).
On June 2, 2026, NR-SOF converted 7,678.51 shares of Series G Preferred into 3,571,400 Shares at the conversion price of $2.15 per Share.
On June 1, 2026, in connection with a registered secondary offering (the "Secondary Offering"), the Issuer, NR-SOF and the purchasers named therein (the "Purchasers") entered into a securities purchase agreement (the "Purchase Agreement") pursuant to which NR-SOF agreed to sell to the Purchasers, and the Purchasers agreed to purchase from NR-SOF, subject to and upon the terms and conditions set forth therein, 3,571,400 Shares at a price of $14.00 per share, with net proceeds after deducting placement agent fees to NR-SOF of $47,749,618. The Secondary Offering closed on June 3, 2026. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The disclosure with respect to the Secondary Offering set forth in Item 5 above, including the descriptions of the Purchase Agreement, is incorporated herein by reference. The Purchase Agreement is attached hereto as Exhibit 99.7 and is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | 99.7 - 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 named therein - https://www.sec.gov/Archives/edgar/data/889971/000143774926019435/ex_971316.htm |
