UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

December 1217, 2025

Date of Report (Date of earliest event reported)

LIGHTPATH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-27548		86-0708398
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. ~~EmployerIdentification~~Employer Identification Number)

2603 Challenger Tech Court, Suite 100

Orlando, Florida 32826

(Address of principal executive office, including zip code)

(407) 382-4003

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	LPTH	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providing pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~LightPath ~~1.01.~~Technologies, ~~Entry into a Material Definitive Agreement~~Inc.

OnForm December 12, 2025, LightPath Technologies, Inc., a Delaware corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC and Craig8-Hallum Capital Group LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 7,750,000 shares (the “Firm Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”), at a public offering price of $7.75 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriters a 30-day option to purchase up to an additional 1,162,500 shares of Class A common stock in the Offering (the “Optional Shares” and together with the Firm Shares, the “Shares”) at the public offering price. The Offering is expected to close on December 15, 2025, subject to customary closing conditions.K

~~The~~Item ~~Company estimates that the net proceeds from the Offering will be approximately $56~~5.~~8 million after deducting underwriting discounts and commissions and other estimated offering expenses to be paid by the Company~~07. ~~The~~Submission ~~Company~~of ~~intends~~Matters to ~~use~~a ~~the~~Vote ~~net proceeds (after the payment~~ of ~~any~~Security ~~offering expenses and/or underwriting discounts and commissions) from the sale of the Shares for working capital, investments, acquisitions and general corporate purposes~~Holders.

~~The~~On ~~Offering~~December ~~was~~17, ~~made~~2025, ~~pursuant~~LightPath toTechnologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). As of October 24, 2025, the record date for the Meeting (the “Record Date”), there were issued and outstanding shares of the Company’s ~~effective~~capital ~~shelf~~stock ~~registration~~representing ~~statement~~57,034,321 votes, consisting of: (i) 45,426,924 shares of Class A Common Stock outstanding and entitled to vote at the Meeting and (ii) 24,955.9 shares of Series G Preferred Stock outstanding and entitled to vote on ~~Form~~an Sas-3converted basis at the Meeting (~~File~~representing, ~~No.~~on ~~333~~an as-~~291717~~converted basis, the equivalent of 11,607,397 shares of Class A Common Stock). Each share of Class A Common Stock was entitled to one vote and each share of Series G Preferred Stock entitled its holder to a number of votes equal to the whole number of shares of Class A Common Stock into which a share of Series G Preferred Stock could be converted. A total of 43,319,345 ~~filed~~shares of capital stock (including shares of Series G Preferred Stock on ~~November~~an 21as converted basis) were present or represented by proxy and voted at the Meeting representing approximately 76.0% of the outstanding voting power of the Company’s stockholders, ~~2025~~constituting a quorum. The following proposals, ~~that~~as ~~was~~described ~~declared~~in ~~effective~~greater bydetail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on ~~December~~October 1028, 2025, ~~and~~(the a“Proxy ~~related~~Statement”) ~~prospectus~~were ~~supplement~~voted ~~thereunder~~on at the Meeting.

~~Pursuant~~Proposal to1 ~~the~~– ~~terms~~Election of ~~the~~Class ~~Underwriting~~I ~~Agreement,~~directors ~~the Company has agreed~~ to ~~certain restrictions on~~ the ~~issuance~~Company’s ~~and~~Board ~~sale~~ of ~~its Class A common stock and securities convertible into shares of Class A common stock during the 90-day period following the date of the Underwriting Agreement, subject to specified exceptions~~Directors.

The ~~Underwriting~~stockholders ~~Agreement~~duly ~~contains~~reelected ~~customary~~Dr. ~~representations~~Joseph Manker and ~~warranties~~Mrs. Darcie Peck, ~~conditions~~and toelected ~~closing,~~Mr. ~~termination~~Mark ~~provisions,~~Caylor ~~and~~by ~~indemnification~~at ~~obligations~~least a plurality of the ~~Company~~votes cast, ~~including~~to ~~for~~serve ~~liabilities~~as ~~under~~Class ~~the~~I ~~Securities Act of 1933~~directors, aseach ~~amended~~to ~~(the~~serve ~~“Securities~~for ~~Act”).~~a Aterm ~~copy~~ending ofat the ~~Underwriting~~third ~~Agreement~~successive isannual ~~filed~~meeting asof ~~Exhibit~~stockholders ~~1.1~~following tothe ~~this~~Meeting, ~~Current~~or ~~Report~~until ontheir ~~Form~~successors ~~8-K~~have ~~and~~been isduly ~~incorporated~~elected ~~herein~~and ~~by reference~~qualified. The ~~foregoing~~results ~~description~~ of the ~~Underwriting~~voting ~~Agreement~~were isas ~~qualified~~follows: ~~in its entirety by reference to such exhibit.~~

Pursuant to the terms of the Underwriting Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock and securities convertible into shares of Common Stock during the 90-day period following the date of the Underwriting Agreement.

	For		Withhold
Dr. Joseph Menaker		32,951,756		711,998
Darcie Peck		33,022,616		641,139
Mark Caylor		33,077,516		586,239

~~The~~Proposal ~~Underwriting~~2 ~~Agreement~~– ~~contains~~Approval ~~customary~~on ~~representations~~a ~~and warranties~~non-binding, ~~conditions~~advisory tobasis ~~closing, termination provisions, and indemnification obligations~~ of the ~~Company,~~compensation ~~including for liabilities under the Securities Act~~ of ~~1933, as amended. A copy of~~ the ~~Underwriting~~Company’s ~~Agreement~~named isexecutive ~~filed as Exhibit 1~~officers.1 ~~to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.~~

The ~~Company~~stockholders isapproved, ~~filing~~on ~~the~~a ~~opinion of its counsel~~non-binding, ~~Baker~~advisory ~~& Hostetler LLP~~basis, ~~relating to~~ the ~~legality~~executive ofcompensation ~~the issuance and sale~~ of the ~~Shares,~~Company’s asnamed ~~Exhibit~~executive 5officers.1 ~~hereto,~~The ~~which~~results isof ~~incorporated~~the ~~herein~~voting bywere ~~reference.~~as follows:

This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

		For				Against				Abstain
			32,671,264				414,997				577,494

~~Item~~Proposal 73 – Approval of Amendment No.~~01.~~ ~~Regulation~~2 FDto ~~Disclosure~~the 2018 Stock Incentive Compensation Plan (the “2018 SICP”).

OnThe ~~December~~stockholders ~~11,~~approved ~~2025,~~amendment ~~the~~no. ~~Company~~2 ~~issued~~to athe ~~press~~2018 ~~release~~SICP ~~announcing~~to increase the ~~launch~~number of ~~the~~shares ~~Offering~~available ~~(the~~for ~~“Launch~~future ~~Press~~grants ~~Release”),~~thereunder ~~and~~by ~~on December 12~~2, ~~2025~~500,000 ~~the~~shares ~~Company~~of ~~issued~~Class aA ~~press~~Common ~~release announcing that it had priced the Offering (the “Pricing Press Release”)~~Stock. ~~Copies~~The results of the ~~Launch~~voting ~~Press~~were ~~Release and Pricing Press Release are furnished hereto~~ as ~~Exhibit~~follows: ~~99.1 and Exhibit 99.2, respectively.~~

The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1 and Exhibit 99.2, is being furnished to the SEC and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

		For				Against				Abstain
			28,457,145				3,362,127				1,844,482

2Proposal 4 – Ratification of the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm.

~~Item~~The 9stockholders ratified the selection of BDO USA, P.01C. ~~Financial~~as ~~Statements~~our ~~and~~independent ~~Exhibits~~registered public accounting firm for our fiscal year ending June 30, 2026. The results of the voting were as follows:

(d)

		For				Against				Abstain
			42,792,231				55,183				471,931

Exhibit No.		Description
1.1		Underwriting Agreement, dated December 12, 2025, by and among LightPath Technologies, Inc. Canaccord Genuity LLC, Craig-Hallum Capital Group LLC and the several underwriters named in Schedule I thereto.
5.1		Opinion of Baker & Hostetler LLP.
23.1		Consent of Baker & Hostetler LLP (contained in Exhibit 5.1).
99.1		Press Release of LightPath Technologies, Inc., dated December 11, 2025.
99.2		Press Release of LightPath Technologies, Inc., dated December 12, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

3SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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: December 18, 2025	By:	/s/ Albert Miranda
		Albert Miranda, Chief Financial Officer

	LIGHTPATH TECHNOLOGIES, INC.
Dated: December 12, 2025	By:	/s/ Albert Miranda
		Albert Miranda, Chief Financial Officer

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