SEC Form 3 filed by new insider North Run Strategic Opportunities Fund I, Lp
$LPTH
Semiconductors
Technology
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/18/2025 |
3. Issuer Name and Ticker or Trading Symbol
LIGHTPATH TECHNOLOGIES INC [ LPTH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series G Convertible Preferred Stock | (3) | (3) | Class A Common Stock | 9,331,437(3) | $465.1163 | I | See footnotes(1)(6) |
| Class A Common Stock Purchase Warrants (Right to Buy) | 02/18/2025 | 02/18/2031 | Class A Common Stock | 3,499,289(4) | $2.58 | I | See footnotes(1)(6) |
| Convertible Promissory Note | (5) | (5) | Class A Common Stock | 1,860,465(5) | $465.1163 | I | See footnotes(2)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported securities are directly held by North Run Strategic Opportunities Fund I, LP, and may be deemed to be indirectly beneficially owned by North Run Strategic Opportunities Fund I GP, LLC as the general partner of North Run Strategic Opportunities Fund I, LP. The reported securities may also be deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of North Run Strategic Opportunities Fund I GP, LLC. |
| 2. The reported securities are directly held by North Run - Due North Partners, LP, and may be deemed to be indirectly beneficially owned by North Run GP, LP as the general partner of North Run - Due North Partners, LP, and may be deemed to be indirectly beneficially owned by North Run Advisors, LLC as the general partner of North Run GP, LP. The reported securities may be deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of North Run Strategic Opportunities Fund I GP, LLC. The reported securities may also be deemed to be indirectly beneficially owned by Thomas B. Ellis, Todd B. Hammer and Michael Bosco as limited partners of North Run - Due North Partners, LP. |
| 3. The Series G Convertible Preferred Stock has no expiration date and is convertible at any time at the option of North Run Strategic Opportunities Fund I, LP, subject to blocker provisions that prevents conversion into shares of Class A Common Stock of the Issuer (the "Common Stock") if the reporting person, together with its affiliates, would be more than a 19.99% beneficial owner of Common Stock following such conversion and that prevent conversion to the extent that all shares of Common Stock issued upon conversion of shares of Series G Convertible Preferred Stock or upon exercise of warrants issued pursuant to the Securities Purchase Agreement with the Issuer dated February 18, 2025 would exceed 6,055,606 (collectively, the "Ownership Limitations"). |
| 4. The reported warrants are currently exercisable, subject to the Ownership Limitations. |
| 5. On February 18, 2025, the Issuer issued to North Run - Due North Partners, LP a senior secured promissory note (the "Promissory Note") with an initial principal amount of $4 million. Upon the occurrence of certain circumstances, North Run - Due North Partners, LP will receive 4,000 shares of Issuers Series G Convertible Preferred Stock, which may be convertible into 1,860,465 shares of Common Stock, subject to the Ownership Limitations. The Promissory Note becomes payable on March 3, 2025 and does not have an expiration date. |
| 6. North Run Strategic Opportunities Fund I GP, LLC, North Run GP, LP, North Run Advisors, LLC, Thomas B. Ellis, Todd B. Hammer and Michael Bosco disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| /s/ North Run Strategic Opportunities Fund I, LP | 03/07/2025 | |
| /s/ North Run - Due North Partners, LP, By Thomas B. Ellis, Member | 03/07/2025 | |
| North Run GP, LP, By: /s/ Thomas B. Ellis, Member | 03/07/2025 | |
| North Run Advisors, LLC, By: /s/ Thomas B. Ellis, Member | 03/07/2025 | |
| /s/ Thomas B. Ellis | 03/07/2025 | |
| /s/ Todd B. Hammer | 03/07/2025 | |
| /s/ Michael Bosco | 03/07/2025 | |
| North Run Strategic Opportunities Fund I GP, LLC, By: /s/ Thomas B. Ellis, Member | 03/07/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||