LightPath Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

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 17, 2025

Date of Report (Date of earliest event reported)

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:

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

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. ☐

LightPath Technologies, Inc.

Form 8-K

Item 5.07.  Submission of Matters to a Vote of Security Holders.

On December 17, 2025, LightPath Technologies, 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 capital stock representing 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 an as-converted basis at the Meeting (representing, on an as-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 shares of capital stock (including shares of Series G Preferred Stock on an as 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, constituting a quorum.  The following proposals, as described in greater detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 28, 2025 (the “Proxy Statement”) were voted on at the Meeting.

Proposal 1 – Election of Class I directors to the Company’s Board of Directors.

The stockholders duly reelected Dr. Joseph Manker and Mrs. Darcie Peck, and elected Mr. Mark Caylor by at least a plurality of the votes cast, to serve as Class I directors, each to serve for a term ending at the third successive annual meeting of stockholders following the Meeting, or until their successors have been duly elected and qualified. The results of the voting were as follows:

Proposal 2 – Approval on a non-binding, advisory basis of the compensation of the Company’s named executive officers.

The stockholders approved, on a non-binding, advisory basis, the executive compensation of the Company’s named executive officers. The results of the voting were as follows:

Proposal 3 – Approval of Amendment No. 2 to the 2018 Stock Incentive Compensation Plan (the “2018 SICP”).

The stockholders approved amendment no. 2 to the 2018 SICP to increase the number of shares available for future grants thereunder by 2,500,000 shares of Class A Common Stock. The results of the voting were as follows:

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

The stockholders ratified the selection of BDO USA, P.C. as our independent registered public accounting firm for our fiscal year ending June 30, 2026. The results of the voting were as follows:  

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.