North Run fund discloses 16.2% LightPath (LPTH) stake and recent sales

Rhea-AI Filing Summary

LightPath Technologies’ major shareholder updates ownership and recent trades. North Run Strategic Opportunities Fund I, LP and affiliated entities report beneficial ownership of 10,994,225 shares of LightPath Class A common stock, representing about 16.2% of shares outstanding as of March 4, 2026.

This stake includes 3,020,527 common shares and 7,973,698 additional shares issuable from 15,762.6 shares of Series G Convertible Preferred Stock, which are currently exercisable. The percentage is calculated using 59,708,603 shares outstanding, a figure that reflects new common shares issued upon recent preferred conversions.

The filing details active trading: a January 5, 2026 cashless exercise of 3,499,289 warrants for 2,728,968 shares, multiple conversions of Series G Preferred at a $2.15 conversion price, and a series of open-market sales in late February and early March 2026 at weighted average prices generally around $12 to $13 per share.

Insights

Equity ownership and transactions analyst

Large holder discloses a 16.2% stake and active recent trading in LightPath.

North Run Strategic Opportunities Fund I, LP and related entities report beneficial ownership of 10,994,225 LightPath shares, or about 16.2% of the Class A common stock, based on 59,708,603 shares outstanding as of March 4, 2026.

The position combines 3,020,527 common shares with 7,973,698 shares issuable from 15,762.6 shares of Series G Convertible Preferred, which are currently exercisable. The filing notes that North Run’s general partner and its members, including Todd B. Hammer and Thomas B. Ellis, may be deemed to share voting and dispositive power.

Recent activity includes a January 5, 2026 cashless exercise of 3,499,289 warrants for 2,728,968 shares, preferred share conversions at a $2.15 per share conversion price, and several open-market sales between late February and March 4, 2026 at weighted average prices mostly around $12 to $13 per share. Subsequent disclosures in company and ownership filings will show how this stake evolves over time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

LIGHTPATH TECHNOLOGIES INC

(Name of Issuer)

Class A common stock, $0.01 par value

(Title of Class of Securities)

Todd B. Hammer
867 Boylston Street, 5th Floor #1361
Boston, MA, 02116
4073824003

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/03/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

North Run Strategic Opportunities Fund I, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,994,225.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,994,225.00

11

Aggregate amount beneficially owned by each reporting person

10,994,225.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

*Consists of (i) 3,020,527 shares of Class A Common Stock, par value $0.01 per share (the "Shares") of LightPath Technologies, Inc. (the "Issuer") and (ii) 7,973,698 Shares issuable upon the conversion of 15,762.6 shares of Series G Convertible Preferred Stock ("Series G Preferred"). The reported shares of the Series G Preferred are currently exercisable. The aggregate percentage of Shares reported owned by each person named herein is based upon 59,708,603 Shares outstanding as of March 4, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to North Run Strategic Opportunities Fund I, LP ("NR-SOF") on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred and 740,000 Shares issued to NR-SOF on March 2, 2026 upon its conversion of 1,591 shares of Series G Preferred.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

North Run Strategic Opportunities Fund I GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,994,225.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,994,225.00

11

Aggregate amount beneficially owned by each reporting person

10,994,225.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

*Consists of (i) 3,020,527 Shares and (ii) 7,973,698 Shares issuable upon the conversion of 15,762.6 shares of Series G Preferred. The reported shares of Series G Preferred are currently exercisable. The aggregate percentage of Shares reported owned by each person named herein is based upon 59,708,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred and 740,000 Shares issued to NR-SOF on March 2, 2026 upon its conversion of 1,591 shares of Series G Preferred.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

ELLIS THOMAS B

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,994,225.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,994,225.00

11

Aggregate amount beneficially owned by each reporting person

10,994,225.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

*Consists of (i) 3,020,527 Shares and (ii) 7,973,698 Shares issuable upon the conversion of 15,762.6 shares of Series G Preferred. The reported shares of Series G Preferred are currently exercisable. The aggregate percentage of Shares reported owned by each person named herein is based upon 59,708,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred and 740,000 Shares issued to NR-SOF on March 2, 2026 upon its conversion of 1,591 shares of Series G Preferred.

SCHEDULE 13D

CUSIP Number(s):

1

Name of reporting person

HAMMER TODD B

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,994,225.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,994,225.00

11

Aggregate amount beneficially owned by each reporting person

10,994,225.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.2 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

*Consists of (i) 3,020,527 Shares and (ii) 7,973,698 Shares issuable upon the conversion of 15,762.6 shares of Series G Preferred. The reported shares of Series G Preferred are currently exercisable. The aggregate percentage of Shares reported owned by each person named herein is based upon 59,708,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred and 740,000 Shares issued to NR-SOF on March 2, 2026 upon its conversion of 1,591 shares of Series G Preferred.

SCHEDULE 13D

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. 3 ("Amendment No. 3") 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 and Amendment No. 2 filed on February 24, 2026 (as amended, the "Original Schedule 13D" and the Original Schedule 13D as amended by this Amendment No. 3, the "Schedule 13D"). This Amendment No. 3 amends and supplements Items 3, 4 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 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 59,708,603 Shares outstanding as of March 4, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred and 740,000 Shares issued to NR-SOF on March 2, 2026 upon its conversion of 1,591 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 10,994,225 Shares, constituting approximately 16.2% of the Shares outstanding. North Run Opportunities, as the general partner of NR-SOF, may be deemed to beneficially own 10,994,225 Shares, constituting approximately 16.2% 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 10,994,225 Shares, constituting approximately 16.2% 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 January 5, 2026, NR-SOF received 2,728,968 Shares upon the cashless exercise of 3,499,289 Warrants. On February 20, 2026, NR-SOF converted 2,709 shares of Series G Preferred into 1,260,000 Shares at the conversion price of $2.15 per Share. On February 20, 2026, NR-SOF sold 218,811 Shares at a weighted average price of $13.18 per share, or $2,883,113.24 in the aggregate, in open market sales. The Shares were sold at prices ranging from $13.00 to $13.3019, inclusive. On February 20, 2026, NR-SOF sold 376,762 Shares at a weighted average price of $12.15 per share, or $4,576,629.24 in the aggregate, in open market sales. The Shares were sold at prices ranging from $11.92 to $12.6577, inclusive. On February 23, 2026, NR-SOF sold 6,500 Shares at a weighted average price of $12.01 per share, or $78,074.13 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.0038 to $12.05, inclusive. On February 24, 2026, NR-SOF sold 131,281 Shares at a weighted average price of $12.02 per share, or $1,577,640.14 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.00 to $12.0214, inclusive. On February 25, 2026, NR-SOF sold 300,092 Shares at a weighted average price of $12.18 per share, or $3,654,771.68 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.0076 to $12.3617, inclusive. On March 2, 2026, NR-SOF converted 1,591 shares of Series G Preferred into 740,000 Shares at the conversion price of $2.15 per Share. On March 2, 2026, NR-SOF sold 238,991 Shares at a weighted average price of $12.03 per share, or $2,876,234.29 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.0002 to $12.1608, inclusive. On March 3, 2026, NR-SOF sold 381,004 Shares at a weighted average price of $12.18 per share, or $4,641,115.09 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.00 to $12.30, inclusive. On March 4, 2026, NR-SOF sold 55,000 Shares at a weighted average price of $12.09 per share, or $664,818.42 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.02 to $12.164, 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).
(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

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

North Run Strategic Opportunities Fund I, LP

Signature:	/s/ Todd B. Hammer
Name/Title:	Todd B. Hammer, Member
Date:	03/04/2026

North Run Strategic Opportunities Fund I GP, LLC

Signature:	/s/ Todd B. Hammer
Name/Title:	Todd B. Hammer, Member
Date:	03/04/2026

ELLIS THOMAS B

Signature:	/s/ Thomas B. Ellis
Name/Title:	Member
Date:	03/04/2026

HAMMER TODD B

Signature:	/s/ Todd B. Hammer
Name/Title:	Member
Date:	03/04/2026

FAQ

What ownership stake in LightPath Technologies (LPTH) does North Run report in this Schedule 13D/A amendment?

North Run Strategic Opportunities Fund I, LP reports beneficial ownership of 10,994,225 LightPath shares, representing about 16.2% of the Class A common stock. This percentage is based on 59,708,603 shares outstanding as of March 4, 2026, including shares issued from recent preferred conversions.

How is North Run’s reported 10,994,225-share LightPath (LPTH) position composed?

North Run’s reported position consists of 3,020,527 common shares plus 7,973,698 additional shares issuable upon conversion of 15,762.6 shares of Series G Convertible Preferred Stock. The Series G Preferred is currently exercisable, so these underlying shares are included in the beneficial ownership calculation.

What recent LightPath (LPTH) transactions by North Run are detailed in this Schedule 13D/A?

The filing lists a January 5, 2026 cashless exercise of 3,499,289 warrants for 2,728,968 shares, multiple Series G Preferred conversions at $2.15 per share, and several open-market sales in late February and early March 2026 at weighted average prices generally around $12 to $13 per share.

How did LightPath’s (LPTH) outstanding share count used here reach 59,708,603 shares?

The 59,708,603 outstanding shares figure starts with the total from LightPath’s February 11, 2026 Form 10-Q and adds 1,260,000 shares issued on February 20, 2026 and 740,000 shares issued on March 2, 2026 to North Run following conversions of Series G Preferred Stock.

Which entities and individuals are reporting LightPath (LPTH) ownership in this Schedule 13D/A?

Reporting persons include North Run Strategic Opportunities Fund I, LP, its general partner North Run Strategic Opportunities Fund I GP, LLC, and individuals Todd B. Hammer and Thomas B. Ellis. They may be deemed to share voting and dispositive power over the reported LightPath shares.

Does this LightPath (LPTH) Schedule 13D/A mention any limitations like a Beneficial Ownership Limitation?

Yes. The amendment notes that, as a result of stockholder approval, the reported ownership percentages for each reporting person do not give effect to any Beneficial Ownership Limitation or Exchange Cap, indicating those prior limits are not reducing the percentage figures shown.