Lightpath Technologies Inc 8-K/A, filed Nov 21, 2025

Lightpath Technologies Inc (LPTH)

8-K/A 2025-11-21 For: 2025-02-18

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Added on April 10, 2026

About this 8-K/A

Lightpath Technologies Inc filed this 8-K/A on November 21, 2025, reporting on events of February 18, 2025.

Items reported

Item 9.01: Financial statements and exhibits

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☐	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))

Exhibit No.		Description
99.1		Unaudited pro forma consolidated statements of operations of LightPath Technologies, Inc. for the fiscal year ended June 30, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	LIGHTPATH TECHNOLOGIES, INC.

Dated: November 21, 2025	By:	/s/ Albert Miranda
		Albert Miranda, Chief Financial Officer

Description	February 18, 2025
Cash consideration	$	20,250,000
Net working capital adjustment		(423,871	)
Equity portion of consideration		4,872,066
Earnout portion of consideration		3,536,471
Revenue clawback		(1,104,471	)
Fair value of consideration transferred	$	27,130,195

							Transaction Accounting Adjustments
Description	Historical LightPath Year Ended June 30, 2025			Historical Reclassified G5 Infrared July 1, 2024 to February 17, 2025 (Note 2)			Acquisition Financing Adjustments			Note		Acquisition Adjustments			Note		Pro Forma Combined

Revenue, net	$	37,202,630		$	12,125,365		$	-				$	-				$	49,327,995
Cost of sales		27,072,516			7,550,478			-					-					34,622,994
Gross margin		10,130,114			4,574,887			-					-					14,705,001

Operating Expenses:
Selling, general, and administrative		15,814,627			3,356,023			-					-					19,170,650
New product development		3,063,772			269,311			-					-					3,333,083
Amortization of intangibles		1,414,817			58,839			-					883,604			3(c)		2,357,260
Change in fair value of acquisition liabilities		1,560,445			-			-					-					1,560,445
Loss on disposal of property and equipment		99,334			-			-					-					99,334
Total operating expenses		21,952,995			3,684,173			-					883,604					26,520,772
Operating loss		(11,822,881	)		890,714								(883,604	)				(11,815,771	)
Other Income (Expense):
Interest expense, net		(1,118,213	)		(30,364	)		(211,589	)		3(a)		30,364			3(b)		(1,329,802	)
Loss on extinguishment of debt		(418,502	)		-			-					-					(418,502	)
Change in fair value of warrant liability		(1,353,716	)		-			-					-					(1,353,716	)
Other income (expense), net		(122,080	)		-			-					-					(122,080	)
Total other income (expense), net		(3,012,511	)		(30,364	)		(211,589	)				30,364					(3,224,100	)
Loss before income taxes		(14,835,392	)		860,350			(211,589	)				(853,240	)				(15,039,871	)
Income tax provision		37,790			-			-					-					37,790
Net income (loss)	$	(14,873,182	)	$	860,350		$	(211,589	)			$	(853,240	)			$	(15,077,661	)
Foreign currency translation adjustment		468,750			-													468,750
Comprehensive loss	$	(14,404,432	)	$	860,350		$	(211,589	)			$	(853,240	)			$	(14,608,911	)

Weighted average shares outstanding (basic & diluted)		40,874,068						437,145			4(ii)		1,253,754			4(iii)		42,564,967
Loss per common share (basic & diluted)	$	(0.36	)														$	(0.70	)

G5 Infrared Consolidated Statement of Operations Line Items	LightPath Consolidated Statement of Operations Line Items	Historical G5 Infrared July 1, 2024 to December 31, 2024			Historical G5 Infrared January 1, 2025 to February 17, 2025			Reclassification			Note 2	Historical Reclassified G5 Infrared July 1, 2024 to February 17, 2025

Revenue	Revenue, net	$	10,919,190		$	1,206,175		$	-			$	12,125,365
Cost of sales	Cost of sales		6,828,480			721,998			-				7,550,478
Selling, general and administrative	Selling, general and administrative		2,508,602			815,781			31,640		(a)(b)		3,356,023
	New product development		-						269,311		(a)		269,311
Depreciation and amortization	Amortization of intangibles		286,856			72,934			(300,951	)	(b)		58,839
	Loss on disposal of property and equipment		--						-				-
Interest expense	Interest expense, net		(28,024	)		(2,340	)		-				(30,364	)
Other expense	Other income (expense), net		-			-			-				-
State income taxes	Income tax provision		-			-			-				-

	(a)	Represents a reclassification of research and development (“R&D”) expenses from selling, general and administrative (“SG&A”) to new product development to conform to LightPath presentation.

	(b)	Represents a reclassification of depreciation expense from “depreciation and amortization” to SG&A to conform to LightPath presentation. The balance remains classified as amortization of intangibles.

	Year Ended
Description	June 30, 2025
Elimination of interest expense on certain existing indebtedness		151,027
Interest expense on the Notes		(362,616	)
Pro Forma Financing Adjustment –Interest expense	$	(211,589	)

Intangible Asset	Total		Useful Lives (Years)
Backlog	$	361,000		1
Know-how		4,801,000		10
Tradename		3,450,000		15
Customer relationships		5,140,000		15
Total	$	13,752,000

4(i)	Pro forma net loss per share includes the accretion of dividends on Series G preferred as the Company elected to recognize any redemption value changes immediately as they occur and adjust the carrying amount to equal the redemption value at each reporting period.
4(ii)	Assumes the issuance of 687,750 shares of Common Stock issued in connection with the Acquisition Financing at a purchase price of approximately $2.15 per share (the “Common Offering”), representing the incremental shares that would have been included in basic weighted average shares as if the Transaction had occurred on July 1, 2024.
4(iii)	Represents the issuance of 1,972,501 LightPath Class A common stock, par value $0.01 as a portion of the consideration transferred, representing the incremental shares that would have been included in basic weighted average shares as if the Transaction had occurred on July 1, 2024.

Description	Note		Year Ended June 30, 2025
Acquisition Financing:
Series G convertible preferred stock		4(iv)		11,607,397
Warrants issued in conjunction with private placement		4(v)		4,523,471
Convertible promissory notes		4(vi)		2,364,816
				18,324,987

4(iv)	Represents an aggregate of approximately 24,956 shares (the “Preferred Shares”) of a newly created series of preferred stock issued in connection with the Acquisition Financing to raise the necessary capital to complete the acquisition. The Preferred Shares were issued with a stated value of $1,000 per share (the “Preferred Stock”), designated Series G Convertible Preferred Stock, which shall be convertible into shares of Common Stock (the shares of Common Stock issuable upon conversion of the Preferred Shares being referred to as the “Conversion Shares”), in accordance with the terms of the Company’s Certificate of Designations, Preferences and Rights of the Series G Convertible Preferred Stock filed with the Delaware Secretary of State. The Preferred Shares are equivalent to 11,607,937 LightPath Class A common stock, par value $0.01, at a price per share of $2.15.
4(v)	Represents warrants to purchase Common Stock, which were issued in connection with the Acquisition Financing to raise the necessary capital to complete the acquisition, including the following: (i) warrants issued in connection with the Preferred Shares (to purchase an aggregate of 4,352,774 shares of Common Stock, with an exercise price of $2.58 per share); and (ii) additional warrants issued in conjunction with the Common Offering (to purchase 170,697 shares of Class A common stock, with an exercise price of $2.58 per share).
4(vi)	Represents the Notes, which are convertible into Preferred Conversion Shares upon the occurrence of the event specified in the Notes, which are in turn convertible into Conversion Shares.