Lightpath Technologies Inc DEF 14A, filed May 2, 2025

Lightpath Technologies Inc (LPTH)

DEF 14A 2025-05-02 For: 2025-04-30

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Added on June 12, 2026

About this DEF 14A

Lightpath Technologies Inc filed this DEF 14A on May 2, 2025.

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☐	Preliminary Proxy Statement
☐	Confidential, For use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required.
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.	To approve, for purposes of Rule 5635 of The Nasdaq Stock Market LLC, the issuance of 20% or more of the Company’s outstanding shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) or securities convertible into Class A Common Stock, (a) in connection with the Company’s acquisition of all of the outstanding membership interests of G5 Infrared, LLC on February 18, 2025 (the “Acquisition”) or (b) upon (i) the conversion of the Company’s Series G Convertible Preferred Stock, par value $0.01 per share (the “Series G Preferred Stock”), and (ii) the exercise of warrants to purchase shares of Class A Common Stock (the “Warrants”), dated February 18, 2025;

2.	To approve Amendment No. 1 to the 2018 Stock and Incentive Compensation Plan (the “2018 SICP”) increasing the number of shares available for future grants thereunder by 4,000,000 shares of Class A Common Stock (the “Plan Amendment”);

3.	To approve the adoption of the 2025 Employee Stock Purchase Plan (the “2025 ESPP”), as successor to the Company’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”); and

4.	To transact such other business as may properly come before the Special Meeting or any postponement or adjournment thereof.

	Sincerely,

		/s/ Shmuel Rubin
		Shmuel Rubin President & Chief Executive Officer, Director
		/s/ M. Scott Faris
		M. Scott Faris Chair of the Board

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE PROPOSAL		6

PROPOSAL 1 – APPROVAL PURSUANT TO NASDAQ LISTING RULE 5635 OF THE ISSUANCE OF 20% OR MORE OF THE COMPANY'S OUTSTANDING SHARES OF CLASS A COMMON STOCK OR SECURITIES CONVERTIBLE INTO CLASS A COMMON STOCK (A) IN CONNECTION WITH THE ACQUISITION OR (B) ISSUABLE UPON CONVERSION OF SHARES OF SERIES G PREFERRED STOCK AND EXERCISE OF THE WARRANTS		13

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		19

EXECUTIVE COMPENSATION		21

DIRECTOR COMPENSATION		24

PROPOSAL 2 – APPROVAL OF AMENDMENT NO. 1 TO THE 2018 SICP INCREASING THE NUMBER OF SHARES AVAILABLE FOR FUTURE GRANTS THEREUNDER BY 4,000,000 SHARES		30

PROPOSAL 3 – APPROVAL OF THE 2025 EMPLOYEE STOCK PURCHASE PLAN		35

OTHER BUSINESS		38

INCORPORATION BY REFERENCE		38

APPENDIX A		40

APPENDIX B		41

Proposal	Board Recommendation	Voting Choices		Vote Required for Approval	Effect of Abstentions	Effect of Broker Non-Votes
1 - Approval pursuant to Nasdaq Listing Rule 5635 of the issuance of 20% or more of the Company's outstanding shares of Class A Common Stock or securities convertible into Class A Common Stock (a) in connection with the Acquisition or (b) issuable upon conversion of shares of Series G Preferred Stock and exercise of the Warrants (“Proposal 1”)	FOR	·	Vote “For” Proposal 1	Majority of the votes cast	No effect	No effect
		·	Vote “Against” Proposal 1
		·	Abstain from voting on this proposal

2 - Approval of the Plan Amendment (“Proposal 2”)	FOR	·	Vote “For” the Plan Amendment	Majority of the shares having voting power present in person or represented by proxy at the Special Meeting	Treated as votes against this proposal	No effect
		·	Vote “Against” the Plan Amendment
		·	Abstain from voting on this proposal

3 - Approval of the adoption of the 2025 ESPP (“Proposal 3”)	FOR	·	Vote “For” the approval of the 2025 ESPP	Majority of the shares having voting power present in person or represented by proxy at the Special Meeting	Treated as votes against this proposal	No effect
		·	Vote “Against” the approval of the 2025 ESPP
		·	Abstain from voting on this proposal

·	By Internet or Telephone. To vote by proxy via the Internet, simply follow the instructions described on the notice or proxy card. To vote by proxy via the telephone within the United States and Canada, use the toll-free number on the notice or proxy card.

·	By Mail. To vote by mail using the proxy card, simply complete, sign, and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you direct.

·	By Internet or Telephone. You may vote through the Internet or by telephone only if your broker, bank, or other agent makes these methods available, in which case the instructions will be included with the proxy materials. If you want to vote electronically at the virtual Special Meeting, you must obtain a valid proxy from your broker, bank, or other agent, follow the instructions from your broker, bank, or agent included with these proxy materials, or contact your broker, bank, or other agent to request a proxy form.

·	By Mail. You should have received a proxy card and voting instructions with these proxy materials from the broker, bank, or other agent holding your shares rather than from us. To vote by mail, simply complete and mail the proxy card or voting instruction form to ensure that your vote is counted.

	·	FOR the approval pursuant to Nasdaq Listing Rule 5635 of the issuance of 20% or more of the Company's outstanding shares of Class A Common Stock or securities convertible into Class A Common Stock (a) in connection with the Acquisition or (b) issuable upon conversion of shares of Series G Preferred Stock and exercise of the Warrants pursuant to Nasdaq Listing Rule 5635 (Proposal 1);
	·	FOR the approval of the Plan Amendment (Proposal 2); and
	·	FOR the approval of the adoption of the 2025 ESPP (Proposal 3).

	·	submitting a new proxy with a later date;

	·	sending written notice of revocation to our Corporate Secretary at 2603 Challenger Tech Court, Suite 100, Orlando, Florida USA 32826 in time for her to receive it before the Special Meeting; or

	·	voting electronically at the Special Meeting. Simply participating virtually at the Special Meeting will not, by itself, revoke your proxy.

	·	We agreed not to issue any shares of Class A Common Stock, convertible securities or options (subject to exceptions for stock plans and acquisitions) within 120 days of the Closing.

	·	We agreed to increase the size of the Board to a total of eight directors, to appoint one designee of North Run Strategic Opportunities Fund I, LP (the “Lead Investor” or “North Run”) and an independent director selected by the Lead Investor and agreed to by us to the Board, and to provide the Lead Investor with continuing director designation rights based on the Lead Investor’s beneficial ownership of Class A Common Stock on an as-converted basis, each effective as of the Closing. In accordance with this covenant, Thomas B. Ellis was appointed to the Board, effective as of the Closing.

	·	We agreed that, so long as the Lead Investor beneficially owns at least 25% of the Conversion Shares and Warrant Shares underlying the Preferred Stock and Warrants issued pursuant to the Purchase Agreement, the Lead Investor will have a right to participate on a pro rata basis in equity financings or issuances of securities convertible, exercisable, or exchangeable into equity securities of the Company or any subsidiaries in capital-raising transactions (including debt securities with an equity component), subject to certain exceptions.

	·	We agreed to call and hold, not later than 120 days after the Closing, a special meeting of stockholders to approve the removal of the Beneficial Ownership Limitation and the Exchange Cap. Proposal 1 is intended to fulfill this covenant. In addition, as a condition to the Closing, certain stockholders of the Company executed and delivered to the Buyer a voting agreement under which such stockholder agreed to vote his, her or its shares of Class A Common Stock in favor of removal of the Beneficial Ownership Limitation and the Exchange Cap at the special meeting of stockholders.

	Securities
	Class A Common Stock (2)												Series G Preferred Stock (2)
Name and Address (1)	Restricted (3)		Class A Common Stock		Stock Options		Number of Shares Beneficially Owned			Percentage Beneficially Owned			Number of Shares Beneficially Owned		Percentage Beneficially Owned			Combined Voting Power (2)
M. Scott Faris, Chair		445,205		3,940		—		449,145			1.04	%		—		—			1.04	%
Dr. Joseph Menaker, Director		229,738				—		229,738		*				—		—		*
Darcie Peck, Director		43,796		159,655		—		203,451	(4)	*				—		—		*
S. Eric Creviston, Director		—		152,057		—		152,057		*				—		—		*
Kim Crider, Director		—		44,796		—		44,796		*				—		—		*
Thomas B. Ellis, Director (5)		—		—		—		6,124,572			12.03	%		6,124,572		12.03	%		12.03	%
Shmuel Rubin, CEO		138,938		227,722		225,000		591,660			1.47	%		—		—			1.47	%
Albert Miranda, CFO		60,318		55,236		75,000		190,554		*				—		—		*

All directors and executive officers currently holding office as a group (8 persons)		917,995		643,406		300,000		7,985,973			14.65	%		6,124,572		11.24	%		16.35	%

Greater than 5% beneficial owners:
AIGH Capital Management, LLC (6)		—		3,723,932		—		4,620,210			9.07	%		896,278		1.76	%		9.07	%
AMH Equity, LLC / Leviticus Partners, L.P. (7)		—		2,419,498		—		2,419,498			5.64	%		—	—			—
Marathon Micro Fund, LP (8)		—		2,500,000		—		2,500,000			5.83	%		—	—			—
North Run Affiliated Funds (5)		—		—		—		6,124,572			12.03	%		6,124,572		12.03	%		12.03	%

	(1)	Except as otherwise noted, the address for all directors and officers is “in care of” LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida 32826.

	(2)	Each share of Class A Common Stock is entitled to one vote, and each share of Series G Preferred Stock entitles 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 can be converted, subject to the Beneficial Ownership Limitation and the Exchange Cap.

		The beneficial ownership information shown in the table under “Class A Common Stock” includes the number of shares of Class A Common Stock held by such holder, as well as shares of our Class A Common Stock such holder could acquire within 60 days of March 31, 2025, including by converting shares of Series G Preferred Stock or Notes, exercising the Warrants or options, or upon settlement of restricted stock, subject to, in the case of the Investors', the Beneficial Ownership Limitation and the Exchange Cap. The beneficial ownership information shown in the table under “Series G Preferred Stock” reflects the maximum number of shares of Series G Preferred Stock that may be converted into Class A Common Stock while the Beneficial Ownership Limitation and the Exchange Cap remains in effect (assuming that no Warrants have been exercised). Each share of Series G Preferred Stock is currently convertible into a number of shares of Class A Common Stock based on the stated value of such share and any declared and unpaid dividends divided by an initial conversion price of $2.15, subject to, in the case of the North Run Affiliated Funds, the Beneficial Ownership Limitation and the Exchange Cap.

		The percentage reported under “Combined Voting Power” represents the holder’s voting power with respect to all of our shares of Class A Common Stock and Series G Preferred Stock outstanding as of March 31, 2025, voting as a single class, subject to, in the case of the North Run Affiliated Funds, the Beneficial Ownership Limitation and the Exchange Cap, and, as to each holder, without including any shares of Class A Common Stock that such holder could acquire by exercising the Warrants or options or upon vesting of restricted stock, as such securities confer no voting power until the issuance of Class A Common Stock upon their exercise or settlement, as applicable and without taking into consideration the applicable restrictions on the Investors' ability to vote on Proposal 1.

		See footnotes (5) and (6) below regarding the Beneficial Ownership Limitation and the Exchange Cap and restrictions on the certain of the Investors' abilities to vote on Proposal 1.

	(3)	Historically, restricted stock units (“RSUs”) awarded to our directors vest over three years. Beginning with the November 2021 grants, RSUs awarded to our directors now vest over one year, to more accurately reflect the period of service. Except for S. Eric Creviston and Kim Crider, our directors have elected to defer receipt of the vested shares until after they leave the Board, either by reason of resignation, termination, or otherwise. For the directors who have elected to defer, the vested shares remain unissued. All of the directors’ unvested RSUs will vest upon such director’s resignation or termination from the Board. The amounts of restricted stock set forth above reflects both vested and unvested shares included in the RSU awards. As of March 31, 2025, the amounts of vested and unissued shares for each director, other than Mr. Rubin, are as follows: Mr. Faris - 445,205, Dr. Menaker - 229,738, and Ms. Peck- 43,796; Mr. Creviston and Ms. Crider do not have any vested and unissued shares.

	(4)	Includes 22,500 shares of Class A Common Stock, which are held by Ms. Peck’s husband.

	(5)	The address for (i) North Run, (ii) North Run Strategic Opportunities Fund I GP, LLC (“North Run Opportunities”), (iii) North Run - Due North Partners, LP, (iv) North Run GP LP, (v) North Run Advisors, LLC, and (vi) Thomas B. Ellis (collectively, the “North Run Affiliated Funds”), as jointly filed on a Schedule 13D on February 25, 2025, is 867 Boylston St., 5th Floor #1361, Boston, MA 02116. Mr. Ellis is a member of each of North Run Advisors, LLC and North Run Opportunities. North Run Advisors, LLC is the general partner of North Run GP, LP, which is the general partner of North Run - Due North Partners, LP. North Run Strategic Opportunities Fund I GP, LLC is the general partner of North Run. North Run and North Run - Due North Partners, LP directly beneficially own 6,124,572 shares of Class A Common Stock, constituting approximately 19.99% of the share of Class A Common Stock outstanding immediately prior to the Private Placement, which are issuable upon exercise of the Warrants and/or conversion of the shares of Series G Preferred Stock, giving effect to the Beneficial Ownership Limitation and the Exchange Cap. The reported beneficial ownership excludes 6,706,153 shares of Class A Common Stock that are issuable upon exercise of the Warrants and/or conversion of the shares of Series G Preferred Stock but are not presently issuable due to the Beneficial Ownership Limitation and the Exchange Cap.

		Prior to the approval of Proposal 1, the North Run Affiliated Funds are not currently permitted to vote shares of Series G Preferred Stock they hold to the extent such shares would result in the North Run Affiliated Funds beneficially owning more than the Beneficial Ownership Limitation and the Exchange Cap. However, for purposes of the Class A Common Stock beneficial ownership, all of the shares of Class A Common Stock underlying outstanding shares of Series G Preferred Stock and Warrants are deemed to be outstanding for such calculation, up to the Beneficial Ownership Limitation and the Exchange Cap.

		The percentage reported under “Combined Voting Power” represents the North Run Affiliated Fund’s voting power up to the Beneficial Ownership Limitation and the Exchange Cap ; however, the North Run Affiliated Funds are not entitled to vote any shares of Series G Preferred Stock they hold, or any shares of Class A Common Stock they would hold as a result of the conversion of Series G Preferred Stock or the exercise of Warrants, on Proposal 1 pursuant to the Nasdaq Listing Rules.

	(6)	The address for AIGH Capital Management, LLC, as filed on a Schedule 13G/A reporting beneficial ownership of 3,723,932 shares of Class A Common Stock filed on January 31, 2025, is 6006 Berkeley Ave, Baltimore, MD 21209. AIGH Capital Management, LLC is the manager of WVP Emerging Manager Onshore Fund LLC – AIGH Series, which beneficially owns 497,582 shares, and an affiliate of AIGH Investment Partners, LP, which beneficially owns 1,380,084 shares, that are issuable upon the exercise of the Warrants and/or conversion of the shares of Series G Preferred Stock.

		Prior to the approval of Proposal 1, AIGH Capital Management, LLC is not currently permitted to vote shares of Series G Preferred Stock it holds to the extent such shares would result in AIGH Capital Management, LLC beneficially owning more than the Beneficial Ownership Limitation and the Exchange Cap. However, for purposes of the Class A Common Stock beneficial ownership, all of the shares of Class A Common Stock underlying outstanding shares of Series G Preferred Stock and Warrants are deemed to be outstanding for such calculation, up to the Beneficial Ownership Limitation and the Exchange Cap.

	(7)	The address for AMH Equity LLC / Leviticus Partners, L.P., as jointly filed on a Schedule 13G/A reporting beneficial ownership of 2,419,498 shares of Class A Common Stock filed on February 18, 2025, is 32 Old Mill Road, Great Neck, NY 11023.

	(8)	The address for Marathon Micro Fund, L.P., as filed on Schedule 13G/A reporting beneficial ownership of 2,500,000 shares of Class A Common Stock filed on December 13, 2024, is 4 North Park Drive, Suite 106, Hunt Valley, MD 21030.

						Compensation Expense (1)
			Number of			Actual Fiscal		Actual Fiscal		Projected Fiscal		Projected Fiscal		Projected Fiscal
Grant Date	Number of Shares		Vested Shares			2023 $		2024 $		2025 $		2026 $		2027 $
Stock Option Grants
2/24/2020		225,000		225,000	(2)	$	53,118	$	38,466	$	-	$	-	$	-

RSUs
2/24/2020		100,000		100,000	(3)	$	42,470	$	40,538	$	-	$	-	$	-
11/11/2021		42,416		28,277	(4)		26,581		26,579		8,859		-		-
11/17/2022		67,219		22,406	(4)		17,926		26,887		26,888		8,962		-
1/31/2024		118,108		-			-		22,420		53,838		53,838		31,713
						$	86,977	$	116,424	$	89,585	$	62,800	$	31,713

RSAs
1/2/2023		12,118		12,118	(5)	$	11,090	$	3,694	$	-	$	-	$	-

(1)	Compensation expense for grants of stock options, RSUs and restricted stock awards (“RSAs”) are recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(2)	Represents the number of shares vested as of June 30, 2024. On each of the first, second, and third anniversaries of the grant date, 50,000 shares underlying the stock option vests, with the remaining 75,000 shares underlying the stock option vesting on the fourth anniversary of the grant date.
(3)	Represents the number of shares vested as of June 30, 2024. One-half of the RSUs granted vest on each of the third and fourth anniversaries of the grant date.
(4)	Represents the number of shares vested as of June 30, 2024. One-third of the RSUs granted vest on each of the first, second and third anniversaries of the grant date.
(5)	Represents the number of shares vested as of June 30, 2024. One-fourth of the RSAs granted vested immediately, and one-fourth vested at the beginning of each of the second, third and fourth calendar quarters.

(1)	Compensation expense for grants of stock options or RSUs is recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(2)	The number of shares vested are as of June 30, 2024. One-fourth of the stock option shares vest on each of the first, second, third and fourth anniversaries of the grant date.
(3)	Represents the number of shares vested as of June 30, 2024. One-third of the RSUs granted vest on each of the first, second and third anniversaries of the grant date.
(4)	Represents the number of shares vested as of June 30, 2024. One-fourth of the RSAs granted vested immediately, and one-fourth vest at the beginning of each of the second, third and fourth calendar quarters.

(1)	Compensation expense for grants of RSUs is recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(2)	The number of shares vested are as of June 30, 2024. One-third of the RSU shares vests on each of the first, second and third anniversaries of the grant date.
(3)	The number of shares vested are as of June 30, 2024. These RSU shares vest on the first anniversary of the grant date.

(1)	Compensation expense for grants of RSUs is recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(2)	All unvested shares vested upon Mr. Leeburg’s retirement as of January 31, 2024.

RSUs						Compensation Expense (2)
			Number of			Actual		Actual		Projected
Grant	Number		Vested			Fiscal 2023		Fiscal 2024		Fiscal 2025
Date	of Shares		Shares			$		$		$
11/14/2019		48,000		48,000	(3)	$	3,279	$	-	$	-
11/12/2020		22,222		22,222	(3)		20,002		6,664		-
11/11/2021		32,086		32,086	(4)		19,783		-		-
11/17/2022		50,847		50,847	(4)		40,679		20,338		-
1/31/2024		43,796		-	(3)		-		24,850		35,150
						$	83,743	$	51,852	$	35,150

(1)	Dr. Menaker served as a consultant to the Board from March 2018 until November 2018, when he was appointed as a director. During the time period Dr. Menaker served as a consultant to the Board, he earned compensation equivalent to the compensation paid to the directors. The amounts disclosed include the compensation he earned as a consultant and director.
(2)	Compensation expense for grants of RSUs is recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(3)	The number of shares vested are as of June 30, 2024. One-third of the RSU shares vests on each of the first, second and third anniversaries of the grant date.
(4)	The number of shares vested are as of June 30, 2024. These RSU shares vest on the first anniversary of the grant date.

(1)	Ms. Peck served as a consultant to the Board from April 2019 until November 2019, when she was appointed as a director. During the time period Ms. Peck served as a consultant to the Board, she earned compensation equivalent to the compensation paid to the directors. The amounts disclosed include the compensation she earned as a consultant and director.
(2)	Compensation expense for grants of RSUs is recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(3)	The number of shares vested are as of June 30, 2024. One-third of the RSU shares vests on each of the first, second and third anniversaries of the grant date.
(4)	The number of shares vested are as of June 30, 2024. These RSU shares vest on the first anniversary of the grant date.

Year (1)	Summary Compensation Table Total for PEO (2)		Compensation Actually Paid to PEO (3)		Average Summary Compensation Table Total for non-PEO Named Executive Officers (4)		Average Compensation Actually Paid to non-PEO Named Executive Officers (5)		Value of Initial Fixed $100 Investment Based On Total Shareholder Return (6)		Net Income (Loss) (7)
2024	$	478,042	$	460,891	$	292,537	$	273,474	$	49.21	$	(8,007,346	)
2023	$	553,722	$	471,624	$	330,154	$	285,463	$	53.94	$	(4,046,871	)
2022	$	451,931	$	359,717	$	274,294	$	262,325	$	48.43	$	(3,542,181	)

(1)	Data presented for our last two fiscal years in compliance with Item 402(v)(8).
(2)	Represents total compensation to Shmuel Rubin, who served as our Chief Executive Officer and sole PEO during 2024, 2023 and 2022.
(3)	The dollar amounts reported in this column represent the average amount of “compensation actually paid” to Mr. Rubin, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to Mr. Rubin during the applicable year. The following adjustments were made to Mr. Rubin’s total compensation for each year to determine “compensation actually paid” in accordance with SEC regulations:

	Adjustments to Determine CAP for PEO
Fiscal Year	2024			2023			2022
Average Total from Summary Compensation Table	$	478,042		$	553,722		$	451,931
(-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		(82,490	)		(171,765	)		(79,742	)
(+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		75,265			100,389			52,172
(+) / (-) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		(13,614	)		(15,421	)		(64,644	)
(+) / (-) Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		3,688			4,699			-
Compensation Actually Paid	$	460,891		$	471,624		$	359,717

	Adjustments to Determine CAP for non-PEO NEO
Fiscal Year	2024			2023			2022
Average Total from Summary Compensation Table	$	292,537		$	330,154		$	274,294
(-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		(35,813	)		(78,959	)		(34,619	)
(+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		32,676			45,315			22,650
(+) / (-) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		(13,614	)		(6,261	)		-
(+) / (-) Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		(2,312	)		(4,786	)		-
Compensation Actually Paid	$	273,474		$	285,463		$	262,325

	Shares		“Overhang” percent (1)
USE OF STOCK IN THE 2018 SICP
Shares granted and issued since November 15, 2018		2,438,708		—
Shares currently outstanding:
Options (2)		391,817		0.9	%
Restricted Stock Units		1,035,886		2.4	%

Shares remaining available under the 2018 SICP		614,538		1.4	%

Total authorized under the 2018 SICP		4,480,949		—

Proposed additional shares		4,000,000		9.3	%

Total potential “Overhang”		8,480,949		14.1	%

			Total Number
	Total Number of		of Shares of Restricted
Name and Position	Stock Options		Stock

Shmuel Rubin		225,000		396,957
President & CEO
Albert Miranda		75,000		123,072
CFO & Treasurer
All current executive officers as a group		300,000		520,029

All current non-employee directors as a group		—		842,280

All employees except for executive officers as a group		74,746		647,891

All consultants as a group		140,000		320,889

Fiscal Year	(1) Awards Granted		(2) Class A Common Stock Outstanding at June 30th	Burn Rate
2024	842,111		39,254,643		2	%
2023	858,328		37,344,739		2	%
2022	493,461		27,046,790		2	%

		Average burn rate			2	%

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Proposals	Signatures

PLEASE MARK YOUR VOTE AS THIS EXAMPLE T

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3.
		2025
Proposal 1: To approve, for purposes of Rule 5635 of The Nasdaq Stock Market LLC, the issuance of 20% or more of the Company’s outstanding shares of Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”) or securities convertible into Class A Common Stock, (a) in connection with the Company’s acquisition of all of the outstanding membership interests of G5 Infrared, LLC on February 18, 2025, or (b) upon (i) the conversion of the Company’s Series G Convertible Preferred Stock, par value $0.01 per share, and (ii) the exercise of warrants to purchase shares of Class A Common Stock, dated February 18, 2025.	Date

	Signature(s) of Stockholders

	Title (if applicable)

FOR ☐ AGAINST ☐ ABSTAIN ☐


Proposal 2: To approve Amendment No. 1 to the 2018 Stock and Incentive Compensation Plan increasing the number of shares available for future grants thereunder by 4,000,000 shares of Class A Common Stock.	Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as an attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

FOR ☐ AGAINST ☐ ABSTAIN ☐
	I PLAN TO ATTEND THE SPECIAL MEETING ☐
Proposal 3: To approve the adoption of the 2025 Employee Stock Purchase Plan, as successor to the Company’s 2014 Employee Stock Purchase Plan; and

	Address change/Comments: If you noted any Address Changes and/ or Comments, please mark box. ☐
FOR ☐ AGAINST ☐ ABSTAIN ☐

Proposal 4: To transact such other business as may properly come before the Special Meeting or any postponement or adjournment thereof.

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