M&A - LIGHTPATH TECHNOLOGIES INC

Form Type: 8-K/A

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000165495425005053

Filing Summary: LightPath Technologies, Inc. filed an Amendment on Form 8-K/A to update its previous report filed on February 21, 2025. The amendment is to include the financial statements and related pro forma financial information for G5 Infrared, LLC following its acquisition. The Membership Interest Purchase Agreement, dated February 13, 2025, outlines the terms under which LightPath will acquire all membership interests of G5 Infrared, with the transaction closing on February 18, 2025. The amendment includes audited financial statements of G5 Infrared for the years ended December 31, 2024, and 2023, and unaudited pro forma financial information of LightPath as of December 31, 2024.

Form Type: DEF 14A

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: New

Accession Number: 000165495425005056

Filing Summary: The document serves as a definitive proxy statement for the Special Meeting of Stockholders of LightPath Technologies, Inc. scheduled for June 16, 2025. Key purposes include voting on the approval of issuing more than 20% of the outstanding shares of Class A Common Stock in connection with the acquisition of G5 Infrared, LLC, as well as approving an amendment to the 2018 Stock and Incentive Compensation Plan to increase future grants, and the adoption of a new Employee Stock Purchase Plan. The meeting will be virtual, requiring prior registration. Only stockholders as of April 24, 2025, will be eligible to vote. The document details voting procedures and the importance of participation in the upcoming meeting, clearly outlining the proposals on which stockholders will vote, including their recommendations.

Form Type: S-3

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: New

Accession Number: 000165495425005058

Filing Summary: LightPath Technologies, Inc. filed a registration statement on Form S-3 with the SEC for the resale of up to 21,193,380 shares of Class A common stock, par value $0.01 per share. This includes shares issuable upon conversion of Series G Convertible Preferred Stock and warrants. The filing is associated with the acquisition of G5 Infrared, LLC in February 2025, specializing in advanced thermal imaging technology. The company's Class A common stock is listed on The Nasdaq Capital Market under the symbol 'LPTH.' The company does not intend to sell any shares under this prospectus nor will it receive proceeds from the sale, as the offering is intended for the selling stockholders. The document highlights risks associated with investing in its common stock and indicates that LightPath is classified as a smaller reporting company, subject to reduced public company disclosure requirements. The filing may be updated or supplemented in the future, and investors are advised to review the entire prospectus carefully.

Form Type: SCHEDULE 13D

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: New

Accession Number: 000165495425001914

Filing Summary: On February 25, 2025, Lightpath Technologies Inc filed a Schedule 13D regarding their Class A common stock following a PIPE Transaction. In this transaction, the Issuer entered into a Purchase Agreement with North Run Strategic Opportunities Fund I, LP and North Run - Due North Partners, LP, wherein they agreed to issue shares of Series G Convertible Preferred Stock and Warrants for an aggregate purchase price of $20.5 million. As part of this agreement, the issuers are acquiring G5 Infrared for $20.25 million in cash and shares, with potential earn-out considerations based on performance targets over the next two fiscal years. The Ownership Limitation and Transaction Caps are significant aspects of the agreements made, particularly in light of stockholder meeting approvals needed for certain actions. Additionally, key personnel including Mr. Ellis are to be appointed to the Board of Directors as part of the agreement which would influence corporate decisions. Overall, the transaction indicates strategic growth for Lightpath through acquisitions and capital restructuring initiatives.

Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: New

Accession Number: 000165495425001795

Filing Summary: On February 18, 2025, LightPath Technologies, Inc. completed the acquisition of G5 Infrared, LLC as part of a Membership Interest Purchase Agreement dated February 13, 2025. The Company also entered into a Securities Purchase Agreement to issue approximately 24,956 shares of Series G Convertible Preferred Stock, warrants to purchase 4,352,774 shares of Common Stock, and senior secured promissory notes totaling $5,195,205. This acquisition includes a Common Offering involving 455,192 shares of Common Stock and 232,558 shares of Common Stock at a price of $2.15 per share. The transaction closes following regulatory filings including a Certificate of Designations for the Preferred Stock. A Registration Rights Agreement was established for the registration of the securities. Changes in the board of directors occurred with the appointment of Thomas Ellis effective upon the closing date. A press release was issued on February 19, 2025 to announce the closing of the transactions.

Form Type: 10-Q

Filing Date: 2025-02-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000165495425001434

Filing Summary: For the quarterly period ended December 31, 2024, LightPath Technologies, Inc. reported a net loss of $2,611,997, compared to a loss of $1,713,663 for the same period in the previous year. The company's revenue for the quarter was $7,424,829, up from $7,315,637 year-over-year, indicating a slight increase in sales despite the overall net loss. Major components of operating expenses included $3,356,063 in selling, general and administrative costs, and $764,396 in new product development. The company continues to face challenges related to its profitability, reflected in an operating loss of $2,484,339, exacerbated by high costs associated with new product initiatives and acquisitions, specifically the acquisition of Visimid Technologies, which resulted in significant costs and impacts on cash flow. LightPath reported total assets of $45,828,191 and total liabilities amounting to $19,125,253, showcasing a substantial equity position despite operating losses. The Company has also undertaken various strategic investments in product development aimed at enhancing future growth prospects.

Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Acquisition

Type: New

Accession Number: 000165495425001429

Filing Summary: On February 13, 2025, LightPath Technologies, Inc. entered into a Membership Interest Purchase Agreement to acquire all issued and outstanding membership interests of G5 Infrared, LLC for $20.25 million in cash and 1,972,531 shares of Class A Common Stock, along with potential earn-out considerations up to $23 million. The transaction is approved by the Company's board and expected to close by February 19, 2025. Concurrently, the Company engaged in a Securities Purchase Agreement to sell Preferred Shares, Warrants, and senior secured promissory notes to accredited investors, generating approximately $32.2 million to fund the acquisition. The estimated price for the preferred stock is $1,000 per share, with certain covenants attached to the issuance of the securities. Additional terms include voting rights and liquidation preferences associated with the newly created Series G Convertible Preferred Stock.