LIGHTPATH TECHNOLOGIES Signals Corporate Governance Changes

TL;DR

**LPTH is making big corporate governance changes; watch for details on shareholder impact.**

AI Summary

LIGHTPATH TECHNOLOGIES, INC. filed an 8-K on February 6, 2024, reporting events from January 31, 2024. The filing indicates potential amendments to its Articles of Incorporation or Bylaws and the submission of matters to a vote of security holders. This suggests the company is undergoing significant corporate governance changes, which could impact shareholder rights or the company's operational structure. Investors should pay close attention to the details of these proposed changes as they could affect the value and control of their Class A Common Stock, par value $0.01, traded as LPTH on The Nasdaq Stock Market, LLC.

Why It Matters

Changes to a company's Articles of Incorporation or Bylaws can alter shareholder rights, board structure, or even the company's ability to raise capital, directly impacting stock value and investor influence.

Risk Assessment

Risk Level: medium — The filing indicates potential significant corporate governance changes, which could introduce uncertainty regarding shareholder rights or company direction.

Analyst Insight

A smart investor would monitor subsequent filings, particularly proxy statements (DEF 14A), to understand the specific nature of the proposed amendments to the Articles of Incorporation or Bylaws and the matters to be voted on by security holders, as these could significantly impact shareholder value and rights.

Key Numbers

• $0.01 — par value per share (par value of LIGHTPATH TECHNOLOGIES, INC.'s Class A Common Stock)

Key Players & Entities

• LIGHTPATH TECHNOLOGIES, INC. (company) — registrant filing the 8-K
• January 31, 2024 (date) — date of earliest event reported
• February 6, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for LIGHTPATH TECHNOLOGIES, INC.
• 000-27548 (dollar_amount) — Commission File Number
• 86-0708398 (dollar_amount) — I.R.S. Employer Identification Number
• 2603 Challenger Tech Court, Suite 100 Orlando, Florida 32826 (company) — principal executive office address
• 407-382-4003 (dollar_amount) — registrant's telephone number
• Class A Common Stock, par value $0.01 (company) — type of security registered
• LPTH (company) — trading symbol

Forward-Looking Statements

• LIGHTPATH TECHNOLOGIES, INC. will disclose specific details regarding the amendments to its Articles of Incorporation or Bylaws in a subsequent filing or proxy statement. (LIGHTPATH TECHNOLOGIES, INC.) — high confidence, target: 2024-03-31
• The matters submitted to a vote of security holders will likely include proposals related to the corporate governance changes mentioned. (security holders) — medium confidence, target: 2024-06-30

FAQ

Key Financial Figures

• $0.01 — tered Class A Common Stock, par value $0.01 LPTH The Nasdaq Stock Market, LLC

Filing Documents

• lpth_8k.htm (8-K) — 57KB
• lpth_ex31.htm (EX-3.1) — 7KB
• lpth_ex32.htm (EX-3.2) — 6KB
• lpth_ex991.htm (EX-99.1) — 13KB
• 0001654954-24-001409.txt ( ) — 220KB
• lpth-20240131.xsd (EX-101.SCH) — 6KB
• lpth-20240131_lab.xml (EX-101.LAB) — 15KB
• lpth-20240131_cal.xml (EX-101.CAL) — 1KB
• lpth-20240131_pre.xml (EX-101.PRE) — 9KB
• lpth-20240131_def.xml (EX-101.DEF) — 2KB
• lpth_8k_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation or Bylaws

Item 5.03 Amendments to Articles of Incorporation or Bylaws. On January 31, 2024, LightPath Technologies, Inc. (the "Company") filed with the Office of the Secretary of State of the State of Delaware a Certificate of Amendment (the "Certificate of Amendment") to its Certificate of Incorporation (the "Certificate of Incorporation"), increasing the number of authorized shares of common stock of the Company from 50,000,000 to 100,000,000 shares. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein. The Company's stockholders approved the Certificate of Amendment to the Certificate of Incorporation at its Annual Meeting of Stockholders held on January 31, 2024, as described in Item 5.07 below. Also on January 31, 2024, the Company filed with the Office of Secretary of State of Delaware a Certificate of Increase (the "Certificate of Increase") increasing the authorized number of shares of Class A common stock, as designated pursuant to a Certificate of Designations previously filed with the Office of the Secretary of State of the State of Delaware, to 94,500,000 shares. A copy of the Certificate of Increase is attached hereto as Exhibit 3.2 and incorporated by reference herein.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On January 31, 2024, the Company held its Annual Meeting of Stockholders (the "Meeting"). A total of 37,539,069 shares of Class A common stock were issued and outstanding as of the record date of the Meeting, December 12, 2023, and a total of 25,113,331 shares of Class A common stock were present or represented by proxy and voted at the Meeting, constituting a quorum. The following proposals, as described in greater detail in our Definitive Proxy Statement filed with the Securities and Exchange Commission on December 20, 2023 (the "Proxy Statement") were voted on at the Meeting: Proposal 1 – To elect Class III directors to the Company's Board of Directors. Our stockholders duly reelected Mr. Sam Rubin and elected Ms. Kim Crider by at least a plurality of the votes cast, to serve as Class III directors until his or her respective successor is elected and qualified or until his or her earlier resignation or removal. The results of the voting were as follows: For Withheld Broker Non-Votes Sam Rubin 18,031,739 928,224 6,153,368 Kim Crider 18,052,119 907,844 6,153,368 Proposal 2 – To approve the amendment of the LightPath Technologies, Inc. Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to increase the number of authorized shares of the Company's common stock from 50,000,000 to 100,000,000. Our stockholders approved such amendment to the Certificate of Incorporation. The results of the voting were as follows: For Against Abstain Broker Non-Votes 21,120,950 3,816,880 175,501 0 2 Proposal 3 – To hold a stockholder advisory vote on the compensation of our named executive officers disclosed in the Proxy Statement under the section titled "Executive Compensation," including the compensation tables and other narrative executive compensation disclosures therein, required by Item 402 of Securities and Exchange Commission Regulation S-K. Our stoc

01. Other Events

Item 8.01. Other Events. Section 205 Petition On December 1, 2023, the Company filed a petition in the Delaware Court of Chancery (the "Petition") pursuant to Section 205 of the Delaware General Corporation Law (the "DGCL"), seeking validation of certain prior corporate acts, all of which relate to prior amendments to the Company's certificate of incorporation. These acts include: (i) the conversion of each issued and outstanding share of the Company's Common Stock into one share of the Company's Class A Common Stock, as of October 2, 1995; (ii) the 8 to 1 reverse stock split that occurred on February 28, 2003; (iii) the amendment to the Company's certificate of incorporation that was filed on March 1, 2016; (iv) the increase in the number of authorized shares of the Company's Common Stock that occurred on October 30, 2017; and (v) the increase in the number of authorized shares of the Company's Class A Common Stock that occurred on October 30, 2017. The Company sought validation of the corporate acts identified in the Petition because certain acts may not have been effected in accordance with the DGCL and because of certain prior disclosures made by the Company regarding brokers' ability to vote uninstructed shares and the effect of broker non-votes. The foregoing description of the Petition is qualified in its entirety by the complete text of the Petition, a copy of which is filed as Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2023. The Delaware Court of Chancery held a hearing on January 30, 2024, regarding the Petition and granted the relief sought therein on all matters.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Certificate of Incorporation of LightPath Technologies, Inc. 3.2 Certificate of Increase to Certificate of Designations of LightPath Technologies, Inc. 99.1 Press release of LightPath Technologies, Inc., dated February 6, 2024 announcing election of new director 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized. LIGHTPATH TECHNOLOGIES, INC. Dated: February 6, 2024 By: /s/ Albert Miranda Albert Miranda, Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR