Lightpath Technologies Inc 8-K/A, filed May 2, 2025

Lightpath Technologies Inc (LPTH)

8-K/A 2025-05-02 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 May 2, 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
23.1		Consent of MSL, P.A., dated May 2, 2025.
23.2		Consent of Elliott Davis, PLLC, dated May 2, 2025.
99.1		Audited financial statements of G5 Infrared, LLC as of December 31, 2024 and 2023 as of and for the years then ended.
99.2		Unaudited pro forma consolidated balance sheet of LightPath Technologies, Inc. as of December 31, 2024, and the unaudited pro forma consolidated statements of operations of the LightPath Technologies, Inc. for the fiscal year ended June 30, 2024 and for the six months ended December 31, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	LIGHTPATH TECHNOLOGIES, INC.

Dated: May 2, 2025	By:	/s/ Albert Miranda
		Albert Miranda
		Chief Financial Officer

						Transaction Accounting Adjustments
Description	LightPath Historical			G5 Infrared Historical – After Reclassification Adjustments (Note 2)		Acquisition Financing Adjustments			Note		Acquisition Adjustments			Note		Pro Forma Combined

Assets
Current assets:
Cash and cash equivalents	$	3,201,066		$	609,552	$	27,062,500			4(a)	$	(20,859,552	)		4(h)	$	10,013,566
Trade accounts receivable, net		5,279,634			2,683,283		-					-					7,962,917
Inventories, net		6,428,439			4,967,318		-					-					11,395,757
Prepaid expenses and deposits		649,270			222,619		-					-					871,889
Other current assets		89,891			90,574		-					-					180,465
Total current assets		15,648,300			8,573,346		27,062,500					(20,859,552	)				30,424,594

Property and equipment, net		14,054,829			1,614,324												15,669,153
Operating lease right-of-use assets		6,218,147			496,793		-					-					6,714,940
Intangible assets, net		2,960,252			-		-					19,295,000			4(i)		22,255,252
Goodwill		6,764,127			-		-					3,053,476			4(j)		9,817,603
Deferred tax assets, net		123,000			-		-					-					123,000
Other assets		59,536			21,748		-					-					81,284
Total assets	$	45,828,191		$	10,706,211	$	27,062,500				$	1,488,924				$	85,085,826

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	3,114,382		$	2,406,131	$	-				$	-				$	5,520,513
Accrued liabilities		1,448,584			518,740		(151,027	)		4(b)		700,000			4(k)		2,516,297
Earnout liability, current		-			-		-					1,564,000			4(l)		1,564,000
Accrued payroll and benefits		1,445,924			175,793		-					-					1,621,717
Operating lease liabilities, current		997,957			267,395		-					-					1,265,352
Loans payable, current portion		3,017,443			151,241		(2,820,833	)		4(b)		(151,241	)		4(m)		196,610
Finance lease obligations, current portion		203,739			-		-					-					203,739
Total current liabilities		10,229,029			3,519,300		(2,971,860	)				2,112,759					12,888,228

Deferred tax liabilities, net		323,402			16,950		-					1,157,700			4(n)		1,498,052
Accrued liabilities, noncurrent		315,480			-		-					-					315,480
Earnout liability, noncurrent		-			-		-					937,000			4(l)		937,000
Finance lease obligation, less current portion		496,025			-		-					-					496,025
Operating lease liabilities, noncurrent		7,539,488			279,349		-					-					7,818,837
Loans payable, less current portion		222,829			41,667		3,383,289			4(b)		(41,667	)		4(m)		3,606,118
Warrant liability		-			-		13,254,191			4(c)		-					13,254,191
Total liabilities		19,125,253			3,857,266		13,665,620					4,165,792					40,813,931

Series G Convertible Preferred Stock		-			-		40,480,300			4(d)		-					40,480,300

Stockholders’ equity:
Preferred stock: Series D		-			-		-					-					-
Common stock: Class A		398,908			-		6,878			4(e)		19,725			4(o)		425,511
Members’ equity		-			6,848,945		-					(6,848,945	)		4(p)		-
Additional paid-in capital		246,051,852			-		(24,324,170	)		4(f)		4,852,352			4(o)		226,580,034
Accumulated other comprehensive income		330,495			-		-					-					330,495
Accumulated deficit		(220,078,317	)		-		(2,766,128	)		4(g)		(700,000	)		4(k)		(223,544,445	)
Total stockholders’ equity		26,702,938			6,848,945		(27,083,420	)				(2,676,868	)				3,791,595
Total liabilities, convertible preferred stock and stockholders’ equity	$	45,828,191		$	10,706,211	$	27,062,500				$	1,488,924				$	85,085,826

							Transaction Accounting Adjustments
Description	LightPath Historical			G5 Infrared Historical – After Reclassification Adjustments (Note 2)			Acquisition Financing Adjustments			Note		Acquisition Adjustments			Note		Pro Forma Combined

Revenue, net	$	31,726,192		$	16,292,410		$	-				$	-				$	48,018,602
Cost of sales		23,094,946			9,516,107			-					-					32,611,053
Gross margin		8,631,246			6,776,303			-					-					15,407,549

Operating Expenses:
Selling, general, and administrative		12,297,383			4,505,565			-					700,000			5(b)		17,502,948
New product development		2,400,420			169,964			-					-					2,570,384
Amortization of intangibles		1,635,523			92,819			-					5,455,533			5(c)		7,183,875
Loss on disposal of property and equipment		124,584			-			-					-					124,584
Total operating expenses		16,457,910			4,768,348								6,155,533					27,381,791
Operating loss		(7,826,664	)		2,007,955								(6,155,533	)				(11,974,242	)
Other Income (Expense):
Interest expense, net		(191,862	)		(57,875	)		(3,390,128	)		5(a)		57,875			5(d)		(3,581,990	)
Other income (expense), net		78,670			(7,110	)		-					-					71,560
Total other income (expense), net		(113,192	)		(64,985	)		(3,390,128	)				57,875					(3,510,430	)
Loss before income taxes		(7,939,856	)		1,942,970			(3,390,128	)				(6,097,658	)				(15,484,672	)
Income tax provision		67,490			118,792			-					-					186,282
Net income (loss)	$	(8,007,346	)	$	1,824,178		$	(3,390,128	)			$	(6,097,658	)			$	(15,670,954	)
Foreign currency translation adjustment		(96,600	)		-			-										(96,600	)
Comprehensive loss	$	(8,103,946	)	$	1,824,178		$	(3,390,128	)			$	(6,097,658	)			$	(15,767,554	)

Weighted average shares outstanding (basic & diluted)		37,944,935						687,750			6(ii)		1,972,501			6(iii)		40,605,186
Loss per common share (basic & diluted)	$	(0.21	)													6(i)	$	(0.95	)

G5 Infrared Consolidated Balance Sheet Line Items	LightPath Consolidated Balance Sheet Line Items	G5 Infrared Historical Consolidated Balance Sheet		Reclassification			Note 2	G5 Infrared Historical After Reclassification

Cash	Cash and cash equivalents	$	609,552	$	-			$	609,552
Accounts receivable, net	Trade accounts receivable, net		2,683,283		-				2,683,283
Inventory	Inventories, net		4,967,318		-				4,967,318
Prepaid expenses	Prepaid expenses and deposits		222,619		-				222,619
Other current assets	Other current assets		90,574		-				90,574
Property and equipment, net	Property and equipment, net		1,201,364		412,960		(c)(d)		1,614,324
Right of use assets – operating leases	Operating lease right-of-use assets		496,793		-				496,793
Intangible assets, net	Intangible assets, net		324,865		(324,865	)	(c)		-
Security deposit	Other assets		109,843		(88,095	)	(d)		21,748
Accounts payable	Accounts payable		2,406,131		-				2,406,131
Accrued expenses	Accrued liabilities		259,714		259,026		(a)(b)		518,740
	Accrued payroll and benefits		-		175,793		(a)		175,793
Operating lease liabilities, current	Operating lease liabilities, current		267,395		-				267,395
Long-term debt, current portion	Loans payable, current portion		151,241		-				151,241
Customer deposits	Other current liabilities		106,720		(106,720	)	(b)		-
Warranty liability			131,699		(131,699	)	(b)		-
Deferred revenue	Other current liabilities		196,400		(196,400	)	(b)		-
Deferred state income taxes	Deferred tax liabilities, net		16,950		-				16,950
Operating lease liabilities, noncurrent	Operating lease liabilities, noncurrent		279,349		-				279,349
Long-term debt, less current portion	Loans payable, less current portion		41,667		-				41,667
Members’ equity			6,848,945		-				6,848,945

(a)	Represents a reclassification of accrued payroll and benefits from accrued liabilities to conform to LightPath presentation.
(b)	Represents a reclassification of customer deposits, warranty liability and deferred revenue to accrued liabilities to conform to LightPath presentation.
(c)	Represents a reclassification of unamortized software development costs to property and equipment, net to conform to LightPath presentation.
(d)	Represents a reclassification of construction in progress to property and equipment, net to conform to LightPath presentation.

G5 Infrared Consolidated Statement of Operations Line Items	LightPath Consolidated Statement of Operations Line Items	G5 Infrared Historical Consolidated Statement of Operations			Reclassification			Note 2	G5 Infrared Historical After Reclassification

Revenue	Revenue, net	$	16,292,410		$	-			$	16,292,410
Cost of sales	Cost of sales		9,516,107			-				9,516,107
Selling, general and administrative	Selling, general and administrative		4,172,954			332,611		(a)(b)		4,505,565
	New product development		-			169,964		(a)		169,964
Depreciation and amortization	Amortization of intangibles		595,394			(502,575	)	(b)		92,819
	Loss on disposal of property and equipment		-			-				-
Interest expense	Interest expense, net		(57,875	)		-				(57,875	)
Other expense	Other income (expense), net		(7,110	)		-				(7,110	)
State income taxes	Income tax provision		118,792			-				118,792

(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.

(a)	Represents a reclassification of R&D expenses from 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.

Description	Amount
Cash consideration	$	20,250,000
Equity portion of consideration		4,872,077
Earnout portion of consideration		2,501,000
Total estimated consideration paid	$	27,623,077

4(a)(i)		Represents Acquisition Financing proceeds to complete the purchase of G5 Infrared through the issuance of (a) an aggregate of approximately 24,956 shares (the “Preferred Shares”) of a newly created series of preferred stock, 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 “Certificate of Designations”), (b) warrants to purchase an aggregate of 4,352,774 shares of Common Stock, with an exercise price of $2.58 per share (the “Warrants”; the shares of Common Stock issuable upon exercise of the Warrants being referred to as the “Warrant Shares”), (c) senior secured promissory notes in the aggregate principal amount of $5.2 million (the “Notes”), which are convertible into shares of Preferred Stock upon the occurrence of the event specified in the Notes (the “Preferred Conversion Shares”), which are in turn convertible into Conversion Shares (the Preferred Shares, Conversion Shares, Warrants, Warrant Shares, Notes and Preferred Conversion Shares, collectively the “Securities,” and the transactions contemplated by the Securities Purchase Agreement, the “Private Placement”), and (d) a Securities Purchase Agreement, dated as of February 13, 2025 (the “Class A Common Securities Purchase Agreement”), with Lytton-Kambara Foundation (the “Buyer”), pursuant to which Buyer purchased from the Company (x) 455,192 shares of Common Stock at a purchase price of approximately $2.15 per share, plus warrants to purchase 37.5% of the number of shares, or 170,697 shares of Common Stock, with an exercise price of $2.58 per share; and (y) 232,558 shares of Common Stock at a purchase price of approximately $2.15 per share (the “Common Offering”). Refer to Note 4(b), Notes payable, Note 4(c) Warrant liability, Note 4(d), Series G convertible preferred stock, and Note 4(e), LightPath Class A common stock and Additional paid-in capital, for the corresponding pro forma adjusting entries.
4(a)(ii)		Represents the payment of $1.9 million of estimated direct and incremental offering costs in connection with the Acquisition Financing that are charged against the gross proceeds in the offering. The issuance costs were allocated to the instruments issued on a relative fair value basis.

4(b)(i)	Represents the portion of proceeds allocated to the issuance of the Notes.
4(b)(ii)	Represents a portion of the $1.9 million of estimated direct and incremental offering costs in connection with the Acquisition Financing, allocated to the Notes.

4(f)(i)	Represents the amount in excess of par value for the issuance of these 687,750 shares of LightPath Class A common stock, par value $0.01 (refer to note 4(e)). The proceeds were allocated to the instruments on a relative fair value basis, by investor, with fair value allocated to the warrants first, if applicable, and the remaining fair value allocated to the remaining instruments based on their relative fair values. Refer also to Note 4(a)(i), Cash and cash equivalents for the corresponding pro forma adjusting entry.
4(f)(ii)	Represents a portion of the $1.9 million of estimated direct and incremental offering costs in connection with the Acquisition Financing, allocated based on the relative fair values of the warrants, common stock, series G preferred and promissory notes that comprise the offering. Refer to Note 4(a)(ii), Cash and cash equivalents for the corresponding entry.

4(h)(i)	Amount represents the aggregate cash consideration paid to the G5 Infrared shareholders.
4(h)(ii)	Amount represents the distribution of G5 Infrared’s pre-acquisition cash balance to its members.


Intangible Asset	Estimated fair value		Estimated useful life
Backlog	$	4,265,000	1 year
Know-how		5,656,000	10 years
Tradename		3,564,000	15 years
Customer relationships		5,810,000	15 years
Pro Forma Adjustment – Intangible Assets	$	19,295,000

Description	Note	Six Months Ended December 31, 2024			Year Ended June 30, 2024
Elimination of interest expense on certain existing indebtedness			151,027			-
Interest expense on the Notes			(312,000	)		(624,000	)
Loss on extinguishment	4(g)(i)		-			(2,359,826	)
Financing costs expensed	4(g)(ii)		-			(406,302	)
Pro Forma Financing Adjustment –Interest expense		$	(160,973	)	$	(3,390,128	)

6(i)	Pro forma net loss per share includes the accretion of dividends on Series G preferred, for the earliest period presented.
6(ii)	Assumes the issuance of 687,750 shares of Common Stock at a purchase price of approximately $2.15 per share (the “Common Offering”).
6(iii)	Represents the issuance of 1,972,501 LightPath Class A common stock, par value $0.01 as a portion of the consideration transferred. Pursuant to the Membership Interest Purchase Agreement, LightPath is to issue the number of aggregate shares to the Sellers in an amount equal to 25% of the Base Closing Date Purchase Price divided by the average closing price of LPTH Stock, as reported by Bloomberg for the five (5) trading days prior to the Signing Date. Refer to Note 3 for further details regarding the consideration transferred.

6(iv)	Represents the Preferred Shares equivalent to 11,607,937 LightPath Class A common stock, par value $0.01, at a price per share of $2.15 in connection with the Company’s Equity Financing to raise the necessary capital to complete the acquisition.
6(v)	Represents the Warrant Shares (to purchase an aggregate of 4,352,774 shares of Class A common stock) and the additional warrants issued in conjunction with the Common Offering (to purchase 170,697 shares of Class A common stock).
6(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.