Business Context and Reporting Period
Company: LightPath Technologies, Inc. (LPTH)
Filing Type: Form 8-K (Current Report)
Date of Report: June 1, 2026 (Event Date)
Closing Date: June 3, 2026
Context: The Company entered into a Material Definitive Agreement for a registered direct offering of Class A Common Stock.
Key Financial Metrics
| Metric | Value |
|---|---|
| Total Shares Sold | 7,142,800 shares |
| Primary Shares (Company) | 3,571,400 shares |
| Secondary Shares (Selling Stockholder) | 3,571,400 shares |
| Offering Price | $14.00 per share |
| Gross Proceeds to Company | Approximately $50.0 million |
| Estimated Net Proceeds | Approximately $47.0 million |
| Placement Agent Fee | 4.5% of gross proceeds |
Material Changes and Transaction Details
- Capital Raise: The Company raised approximately $50.0 million in gross proceeds through the sale of Primary Shares.
- Secondary Sale: North Run Strategic Opportunities Fund I, LP sold 3,571,400 Secondary Shares; the Company receives no proceeds from this portion.
- Use of Proceeds: Net proceeds from the Primary Offering are designated for working capital, investments, acquisitions, and general corporate purposes.
- Registration: The offering utilized effective shelf registration statements on Form S-3 (File Nos. 333-291717 and 333-286947).
Guidance, Outlook, and Restrictions
- Lock-Up Agreements: Directors, executive officers, and the Selling Stockholder are subject to 60-day lock-up agreements following the closing.
- Issuance Restrictions: The Company is restricted from issuing or selling Class A Common Stock or convertible securities for 60 days post-closing, subject to exceptions.
- Variable Rate Transactions: The Company is prohibited from entering into variable rate transactions during the 60-day post-closing period.
- Outlook: The filing does not provide specific financial guidance or revenue forecasts beyond the stated use of proceeds.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received versus the estimated $47.0 million.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific exceptions to the 60-day issuance restrictions.
- Confirm the identity of the institutional investors participating in the offering.
- Monitor the Company's subsequent filings for details on the deployment of proceeds into acquisitions or investments.
- Check for any updates regarding the Selling Stockholder's remaining position post-transaction.