LightPath Technologies Files 8-K with Key Agreements and Disclosures

TL;DR

LightPath Tech (LPTH) dropped an 8-K: material agreement, equity sales, and Reg FD disclosure filed 9/15.

AI Summary

On September 15, 2025, LightPath Technologies, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, engaged in unregistered sales of equity securities, and issued a Regulation FD disclosure. The filing also included financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by LightPath Technologies, including potential new financing or strategic partnerships through definitive agreements and equity sales, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks or opportunities that are not yet fully disclosed.

Key Players & Entities

• LightPath Technologies, Inc. (company) — Registrant
• September 15, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 000-27548 (filing_id) — SEC File Number
• 86-0708398 (ein) — I.R.S. Employer Identification Number
• 2603 Challenger Tech Court, Suite 100 Orlando, Florida 32826 (address) — Principal executive office
• 407-382-4003 (phone) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — tered Class A Common Stock, par value $0.01 LPTH The Nasdaq Stock Market, LLC
• $5.00 — he "Securities") at a purchase price of $5.00 per share (the "Private Placement"). Th
• $8.0 m — proceeds from the Private Placement of $8.0 million, before deducting estimated offer

Filing Documents

• lpth_8k.htm (8-K) — 36KB
• lpth_ex101.htm (EX-10.1) — 154KB
• lpth_ex102.htm (EX-10.2) — 68KB
• lpth_ex991.htm (EX-99.1) — 15KB
• 0001654954-25-010772.txt ( ) — 462KB
• lpth-20250915.xsd (EX-101.SCH) — 5KB
• lpth-20250915_lab.xml (EX-101.LAB) — 14KB
• lpth-20250915_cal.xml (EX-101.CAL) — 1KB
• lpth-20250915_pre.xml (EX-101.PRE) — 9KB
• lpth-20250915_def.xml (EX-101.DEF) — 2KB
• lpth_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 15, 2025, LightPath Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Unusual Machines, Inc., a Nevada corporation ("Unusual Machines"), and Ondas Holdings Inc., a Nevada corporation ("Ondas," together with Unusual Machines, the "Buyers"), pursuant to which the Buyers have agreed to purchase from the Company an aggregate of 1,600,000 shares of Class A Common Stock, par value $0.01 per share (the "Securities") at a purchase price of $5.00 per share (the "Private Placement"). The Company expects to receive aggregate proceeds from the Private Placement of $8.0 million, before deducting estimated offering expenses payable by the Company. The Company will use the proceeds from the Private Placement to fund for working capital and other general corporate purposes. The Private Placement is expected to close on or about September 17, 2025, subject to the satisfaction of customary closing conditions ("Closing"). The Securities Purchase Agreement contains customary representations, warranties, covenants, conditions and indemnification obligations of the parties. Registration Rights Agreement At Closing, the Company and the Buyers will enter into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Company has agreed to register all the Securities under the Securities Act of 1933, as amended (the "Securities Act"). The Company agreed to file a registration statement covering the resale of such Securities within 15 days of Closing. The Company will use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act as soon as possible after filing but, in any event, no later than 75 days following Closing and will use its commercially reasonable efforts to keep such registration statement continuously effective un

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 above is incorporated by reference into this Item 3.02. The Securities described in this Current Report on Form 8-K were offered and will be issued in reliance upon exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws. Accordingly, none of the securities to be issued in the Private Placement, will have been registered under the Securities Act as of Closing, and until registered, these securities may not be offered or sold in the United States absent registration or availability of an applicable exemption from registration. 2

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 15, 2025, the Company issued a press release announcing the execution of the agreements related to the Private Placement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Forward Looking Statement This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation statements regarding: future expectations, plans and prospects for the Company the anticipated size and benefits of the proposed Private Placement the anticipated timing of the closing of the Private Placement; the anticipated use of proceeds of the Private Placement and other statements containing the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "would," "will," "working" and similar expressions. Any forward-looking statements are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in, or implied by, such forward-looking statements. These risks and uncertainties include, but are not limited to, important risks and uncertainties associated with: completion of the proposed Private Placement in a timely manner or on the anticipated terms or at all the satisfaction (or waiver) of closing conditions to the consummation of the Private Placement and the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Securities Purchase Agreement. For a discussion of other risks and uncertainties, and other important factors, any of which could cause the Company's actual results to differ materially from those contained in the forward-looking statements, see the "Risk Factors" sect

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibit No. Description 10.1* Securities Purchase Agreement, dated September 15, 2025, by and between LightPath Technologies, Inc., Unusual Machines, Inc. and Ondas Holdings Inc. 10.2* Form of Registration Rights Agreement. 99.1 Press Release, dated September 15, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). ________ * Schedules and certain exhibits have been omitted pursuant to Items 601(a)(5) and/or 601(b)(10)(iv) of Regulation S-K. The issuer hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to such agreement to the U.S. Securities and Exchange Commission upon request. 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: September 15, 2025 By: /s/ Albert Miranda Albert Miranda, Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR