Business Context and Reporting Period
Company: LightPath Technologies, Inc. (LPTH)
Filing Type: Form 8-K (Current Report)
Date of Report: September 15, 2025
Principal Office: Orlando, Florida
The Company entered into a Securities Purchase Agreement to conduct a private placement of equity securities. The transaction is expected to close on or about September 17, 2025, subject to customary closing conditions.
Key Financial Metrics
This filing does not contain historical financial statements, revenue, profit, or cash flow data. The following metrics relate specifically to the proposed capital raise:
- Securities Issued: 1,600,000 shares of Class A Common Stock.
- Purchase Price: $5.00 per share.
- Aggregate Proceeds: $8.0 million (before estimated offering expenses).
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes and Transaction Details
The primary material change is the execution of a definitive agreement for a private placement with two buyers: Unusual Machines, Inc. and Ondas Holdings Inc. Key terms include:
- Registration Rights: The Company agreed to file a registration statement for the resale of securities within 15 days of closing and to use reasonable best efforts to have it declared effective within 75 days.
- Lock-Up Agreements:
- Directors and Officers: 6-month lock-up period following closing.
- North Run Strategic Opportunities Fund I, LP: 90-day lock-up period following closing.
- Exemptions: Securities are offered under Section 4(a)(2) of the Securities Act and Regulation D.
Guidance, Outlook, and Risks
Outlook: Management anticipates the transaction will close on or about September 17, 2025, providing $8.0 million in liquidity for operations.
Risks and Contingencies:
- Closing is subject to satisfaction of customary conditions.
- Forward-looking statements regarding the timing and benefits of the placement are subject to risks that could cause actual results to differ materially.
- The Company disclaims any obligation to update forward-looking statements.
Investor Verification Checklist
- Verify the final closing date and confirmation of the $8.0 million proceeds receipt.
- Review the filed Registration Rights Agreement (Exhibit 10.2) for specific timelines on the effectiveness of the resale registration.
- Confirm the exact amount of offering expenses to be deducted from the gross proceeds.
- Monitor the Company's subsequent filings for any updates on the satisfaction of closing conditions.