lpth20260603d_424b5.htm

424B5 1 lpth20260603d_424b5.htm FORM 424B5 lpth20260603d_424b5.htm

Table of Contents

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-286947

PROSPECTUS SUPPLEMENT

(To Prospectuses dated May 12, 2025 and December 10, 2025)

Primary Offering:

3,571,400 Shares of

Class A Common Stock

Secondary Offering:

3,571,400 Shares of

Class A Common Stock

Pursuant to this prospectus supplement and the accompanying prospectuses, (i) LightPath Technologies, Inc., a Delaware corporation (the “Company” or “we”), is hereby offering directly to certain institutional investors, an aggregate of 3,571,400 shares of our Class A common stock, par value $0.01 per share (“Class A common stock”), at an offering price of $14.00 per share, and (ii) the selling stockholder named in this prospectus supplement is selling 3,571,400 shares of our Class A common stock at an offering price per share of $14.00 per share. We will not receive any proceeds from the sale of the shares by the selling stockholder.

Our Class A common stock is traded on The Nasdaq Capital Market under the symbol “LPTH.” The last reported sale price of our Class A common stock on May 29, 2026 was $16.98 per share.

We have engaged Craig-Hallum Capital Group LLC (the “placement agent”) as our placement agent in connection with the sale of the shares of our Class A common stock, and for the sale of the shares of the selling stockholder. The placement agent is not purchasing the securities offered by us on behalf of any investors in the offering and is not required to sell any specific number or dollar amount of securities, but will assist us in connection with such offering on a reasonable best efforts basis.

Investing in our Class A common stock involves a high degree of risk. You should read this prospectus supplement and the accompanying prospectuses as well as the information incorporated herein and therein by reference carefully before you make your investment decision. See “Risk Factors” beginning on page S-10 of this prospectus supplement, on page 8 of the accompanying prospectus dated May 12, 2025 and on page 10 of the accompanying prospectus dated December 10, 2025, as well as other risk factors incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectuses are truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share		Total
Primary - Offering Price	$	14.00	$	49,999,600
Placement Agent’s Fees⁽¹⁾	$	0.63	$	2,249,982
Proceeds to us (before expenses)	$	13.37	$	47,749,618

Secondary - Offering Price	$	14.00	$	49,999,600
Placement Agent’s Fees⁽¹⁾	$	0.63	$	2,249,982
Proceeds to Selling Stockholder (before expenses)	$	13.37	$	47,749,618

(1)

See “Plan of Distribution” on page S-14 for additional information.

Delivery of the shares of Class A Common Stock to the purchasers is expected to be made on or about June 3, 2026, against payment for such shares to be received by us on the same date.

Sole Placement Agent

Craig-Hallum

The date of this prospectus supplement is June 1, 2026.

ABOUT THIS PROSPECTUS SUPPLEMENT	S-1
PROSPECTUS SUPPLEMENT SUMMARY	S-2
THE OFFERING	S-7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-8
WHERE YOU CAN FIND MORE INFORMATION	S-9
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	S-9
RISK FACTORS	S-10
USE OF PROCEEDS	S-12
DILUTION	S-13
SELLING STOCKHOLDER	S-14
PLAN OF DISTRIBUTION	S-14
LEGAL MATTERS	S-17
EXPERTS	S-17

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
RISK FACTORS	8
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
USE OF PROCEEDS	11
DESCRIPTION OF CAPITAL STOCK	12
SELLING STOCKHOLDERS	18
PLAN OF DISTRIBUTION	20
LEGAL MATTERS	22
EXPERTS	22
WHERE YOU CAN FIND MORE INFORMATION	23
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	23

Primary Offering – Issuance of Common Stock

Class A common stock offered by us:		3,571,400 shares of our Class A common stock.

Offering Price:		$14.00 per share of Class A common stock.

Use of Proceeds:		We estimate that the proceeds from this offering will be approximately $47.0 million, after deducting the placement agent fees and estimated offering expenses payable by us. We intend to use the net proceeds from this offering, for working capital, investments, acquisitions, and general corporate purposes. See “Use of Proceeds” on page S-12.

Secondary Offering – Resale of Common Stock

Class A common stock offered by the selling stockholder:		3,571,400 shares of our Class A common stock.

Offering Price:		$14.00 per share of Class A common stock.

Class A common stock outstanding after the primary and secondary offering:		69,932,207 shares of Class A common stock.⁽¹⁾

Use of Proceeds:		We will not receive any of the proceeds from the sale of the shares of Class A Common Stock by the selling stockholder. See “Use of Proceeds” on page S-12.

Risk Factors		Investing in our Class A common stock involves significant risks. See “Risk Factors” beginning on page S-10 of this prospectus supplement and other information included or incorporated by reference into this prospectus supplement for a discussion of factors you should carefully consider before investing in our Class A common stock.

Trading Symbol		Our shares of Class A common stock are listed on The Nasdaq Stock Market under the symbol “LPTH”.

●	Our Annual Report on Form 10-K for the year ended June 30, 2025, filed with the SEC on September 26, 2025;

●	Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 12, 2025, our Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, filed with the SEC on February 11, 2026 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 7, 2026;

●	Our Current Reports on Form 8-K or Form 8-K/A, as applicable (other than information furnished rather than filed pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K and any corresponding information furnished under Item 9.01 or included as an exhibit), filed with the SEC on May 2, 2025, September 15, 2025, October 14, 2025, November 21, 2025, December 12, 2025, December 18, 2025 and January 23, 2026;

●	Our Definitive Proxy Statement on Schedule 14A filed on October 28, 2025; and

●	The description of our Class A Common Stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed on September 26, 2025, including any amendment or report filed for the purpose of updating the description.

●	fluctuations in commodity prices;

●	variations in results of operations;

●	announcements by us and our competitors;

●	legislative or regulatory changes;

●	general trends in the industry;

●	general market conditions;

●	litigation; and

●	other events applicable to our industries.

Offering price per share			$	14.00
Net tangible book value per share as of March 31, 2026	$	1.10
Increase in net tangible book value per share attributable to the offering		0.58
As adjusted net tangible book value per share as of March 31, 2026, after giving effect to the offering				1.68
Dilution per share to new investors participating in the offering			$	12.32

	●	4,145,220 shares of Class A common stock issuable upon exercise of stock options outstanding, including performance share units, as of March 31, 2026, at a weighted average exercise price of $9.06 per share;

	●	1,515,253 shares of our Class A common stock underlying outstanding restricted stock units;

	●	2,632,750 shares of Class A common stock reserved for future issuance under our 2018 Stock and Incentive Compensation Plan, as amended, as of March 31, 2026;

	●	8,060,019 shares of Class A common stock underlying shares of our Series G Convertible Preferred Stock, as of March 31, 2026; and

	●	400,000 shares of our Class A common stock available for issuance under our 2025 Employee Stock Purchase Plan.

	●	*Infrared Imaging Technologies.*** Our optical solutions strategy focuses around infrared imaging. Infrared imaging is a growing market, with technology that is evolving at a fast rate, and in which we have distinct advantages, based on our core technologies. Maintaining a technical leadership in infrared imaging and continually evolving and developing our technologies is key to maintaining, and to continue building and developing, a technical leadership, which translates to better products. While the basis to our infrared technology originally centered around infrared materials and optics, it has become more than that. As we evolve from a pure optics company to an integrator and solution provider, our differentiating technologies are evolving. Those differentiating technologies are often on a system or application level, rather than at the component or material level. Some of those technologies are gained through acquisitions, such as Visimid and G5 Infrared, and some through organic growth and investment in internally funded R&D. Recent examples of such system level capabilities include our development of a novel, unique approach to shutterless imaging that we can apply to any microbolometer, development of a technology for early detection of flames and fires using a combination of optical technologies and sophisticated image processing algorithms, and, most recently, our integration of AI accelerator hardware directly into the video pipeline of our cameras. This allows customers to easily implement AI trained models directly into the video pipeline without the need for a GPU with a high power consumption, and without the need for much programming expertise.

	●	*Optical Assemblies and Testing*. As a company moving from optical components to solutions, doing more optical assemblies was a natural first step for us. During the first couple of years of implementing our new strategic direction, our team expanded our optical assemblies business and capabilities considerably. As our reputation in this segment grew, so did the level of complexity of assemblies and sub systems customers request of us. This trend was recently amplified when we began making available our new, exclusive infrared glass materials, which enable customers to design systems that far exceed the performance of existing systems using conventional materials. Often, the new systems requested by customers require us to develop new assembly and testing capabilities. Each such new capability and technique we develop for such projects become another capability and technique we can market and offer to other customers. We expect this will create self-perpetuating development opportunities as our new capabilities and techniques bring in more business that may, again, require continuing development of new techniques.

	●	*Materials.* Materials play an important role in providing design flexibility and allow tradeoffs between optical performance, weight, and performance in varying conditions. Traditionally, infrared applications have only a small number of materials, all of which are crystal based, with Germanium being the most commonly used material. Over the last few years LightPath has been investing in developing and commercializing our BlackDiamond glasses (which are labeled with a “BD” prefix) as alternatives to using Germanium. BD2, our first glass, has been in production for nearly 15 years. BD6, our second glass, and our flagship material, is produced in volume and fielded in multiple products, both commercial and defense related. Additionally, in December 2021 we received an exclusive license from the U.S. government for the Chalcogenide materials that have been developed by the NRL. Following a two-year effort to transition those new materials into production, we began making available for commercial use some of those new materials, starting with the introduction of BDNL-4 in April 2024. Our BlackDiamond materials offer multiple advantages over materials, such as Germanium, which have been traditionally used up until now. Germanium is a key material used in infrared optics. It is estimated that over 67% of the global Germanium supply originates out of China, with Russia being the second largest supplier. Those two countries together control over 90% of the supply of Germanium and Gallium, two critical materials in infrared optics. At the start of the war in Ukraine, all purchases of Germanium from vendors in Russia ceased and the Company has been purchasing Germanium only from vendors in China. In July 2023, China announced export restrictions on those two materials. Those export restrictions have significantly impacted the cost and supply of those materials in the west, with the cost increasing by more than 60%, as of June 2024. Our BlackDiamond materials, which are made in the USA and produced from raw ingredients available from many countries all over the globe, offer an alternative to the use of Germanium in infrared systems. Knowing that our materials are produced domestically and have a secure supply chain has been driving sales growth in our business and in particular in the defense sector. In addition to providing an alternative to the use of Germanium, the new materials we licensed exclusively from the NRL have unique technical advantages compared to traditional materials. One of those advantages is multispectral performance, meaning the glass can be used as an optical material in two or more wavebands in the infrared. While conventionally infrared materials have been used in one band (Silicon used in mid wave band, Germanium in long wave band, etc.), our new BlackDiamond materials cover a very wide range of wavelengths, including all three infrared bands (short wave, mid wave and long wave) and some of the materials also work in the near infrared and even in part of the visible light band. This in turn enables the development of true multispectral systems, ones in which one camera will be able to image in more than one waveband simultaneously. The implications for this are very significant in the defense world, but also in the industrial world where, for example, a large range of temperatures to be measured translates to a need to image in both mid wave and long wave. This is well within the capabilities of our Mantis camera because of its multispectral glass. The second significant advantage our BlackDiamond materials have is their performance is less affected by changes in environmental temperature. Similar to the way materials contract in low temperatures or expand in warm temperatures, the optical properties also change with temperature. Specifically, the refractive index changes with temperature, which is called a thermo-optic coefficient. A material such as Germanium has a high thermo optic coefficient of 400 ppm per change of one degree Celsius. This means that when the temperature changes by 10 degrees, as an example, the lens loses focus and needs to be refocused. Our BlackDiamond materials are carefully engineered to have very low thermo-optic coefficients, so that their optical power (refractive index) almost does not change when the ambient temperature changes. Some materials such as BDNL-4 have a negative thermo optic coefficient, acting as a natural compensator when the temperature changes. Other materials such as BDNL-8 have a thermo optic coefficient that is so close to zero, the standard test equipment cannot even measure it! The combination of providing an alternative to the use of Germanium and Gallium, together with distinct technological advantages, make these materials which we own exclusively, a very desirable and key element in every future infrared system. As described above in Growth Strategy, we take these unique advantages and leverage them to become not only the supplier of choice, but also to be producer of the subsystems and complete imaging solutions, a much larger part of the system then we previously had as a component manufacturer. The importance of those materials, both from a supply chain liability perspective as well as from a technology leadership perspective has led to some significant collaborations and efforts together with various governmental groups, and in particular with the U.S. DoD. As announced on several separate occasions, LightPath has received funded development contracts from the U.S. DoD, the Defense Logistics Agency, the European Space Agency, and the U.S. Army, among others. Those fundings are all aimed at accelerating the qualification of the materials for use in their respective applications. We continue to develop those technical capabilities and materials, both using internal funding and federal funding. We expect infrared materials to continue to be an important technology in our portfolio.

	●	*High precision molded lenses.* Historically, precision molding of lenses is the key technology we have built upon. Precision molding of optics is a unique technology that is well suited for both high volume production of optical components, as well as production of optics with unique shapes, which otherwise would require a very lengthy and complex process to individually polish each lens to shape. Precision molded optics (“PMOs”) is a technology in which we continuously invest to pursue advancements in what materials can be molded and the shapes and sizes of the optics we can mold. Although there are several other competitors that can mold optical elements, we have an established leadership position in this area as the original developer of the technology, and we believe we are the preferred vendor for the most complex, high-end projects of many of our customers. Some recent advancements we have made in precision molded optics include molding of non-symmetric shapes such as freeform optical components and qualifying new materials for availability as moldable materials.

	●	*Traditional polishing and diamond turned optics.* Our capabilities include a wide range of traditional fabrication processes. These include CNC (computer numerical control) grinding and polishing of optical elements, traditional grinding and polishing of lenses, and diamond turning of infrared materials.

	●	*Optical coatings.* Thin film coatings are designed to reduce losses and protect the optical material, which are a key part of any optical system. Through our recent investments, we have the ability to coat lenses in all of our facilities, providing efficient, high quality antireflective coatings, as well as reflective and protective coatings. Our coating facilities employ both physical vapor deposition techniques as well as chemical vapor deposition techniques. In addition to our library of dozens of standard coatings, our coating engineers often design coatings specific for an application, optimizing the performance of the system for a specific customer use. One of our most known advanced coatings is Diamond Like Carbon, which provides materials such as chalcogenide glass significant environmental protection. This coating is currently available only at a small number of vendors and is an example of a capability that we believe gives us a competitive advantage by allowing us to design better optical solutions.

Class A Common Stock Offered by Selling Stockholders		Up to 21,193,380 shares of our Class A Common Stock, which consists of (i) 15,982,159 Conversion Shares, (ii) 4,352,774 Warrants Shares, (iii) 687,750 LKF Common Shares, and (iv) 170,697 LKF Warrant Shares.

Use of Proceeds		We will not receive any proceeds from the sale of Shares in this offering. We may receive proceeds upon any exercise for cash of outstanding Warrants and LKF Warrants, in which case such proceeds will be used for working capital and other general corporate purposes.

Risk Factors		You should read the “Risk Factors” section of this prospectus and in the documents incorporated by reference in this prospectus for a discussion of factors to consider carefully before deciding to invest in shares of our Class A Common Stock.

Nasdaq Capital Market Symbol		“LPTH.” The Preferred Shares, the Warrants and the LKF Warrants are not listed on Nasdaq, any national securities exchange or any other nationally recognized trading system.

	●	*Classified Board*. Our Certificate of Incorporation provides that our Board is to be divided into three classes, as nearly equal in number as possible, with directors in each class serving three-year terms. Provisions of this type may serve to delay or prevent an acquisition of us or a change in our directors and officers.

	●	*No Written Consents*. Our Certificate of Incorporation and Bylaws provide that all stockholder actions must be effected at a duly called meeting of stockholders and not by written consent.

	●	*Special Meetings of Stockholders*. Our Bylaws provide that special meetings of our stockholders may be called only by the Chair of the Board, President, or a majority of our Board.

	●	*Stockholder Advance Notice Procedures*. Our Bylaws provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide timely notice in writing and also specify requirements as to the form and content of a stockholder’s notice. These provisions may delay or preclude stockholders from bringing matters before a meeting of our stockholders or from making nominations for directors at a meeting of stockholders, which could delay or deter takeover attempts or changes in our management.

	●	*No Cumulative Voting*. Our Certificate of Incorporation does not include a provision for cumulative voting for directors. Under cumulative voting, a minority stockholder holding a sufficient percentage of a class of shares could be able to ensure the election of one or more directors.

	●	*Exclusive Forum*. Our Bylaws provide that unless we consent in writing to the selection of an alternative forum, the courts in the State of Delaware are, to the fullest extent permitted by applicable law, the sole and exclusive forum for any claims, including claims in the right of the Company, brought by a stockholder (i) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity or (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware.

	●	*Undesignated Preferred Stock*. Because our Board has the power to establish the preferences and rights of the shares of any additional series of Preferred Stock, it may afford holders of any Preferred Stock preferences, powers, and rights, including voting and dividend rights, senior to the rights of holders of our Class A Common Stock, which could adversely affect the holders of our Class A Common Stock and could discourage a takeover of us even if a change of control of LightPath would be beneficial to the interests of our stockholders.

	●	250 shares of Preferred Stock as Series A Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued;

	●	300 shares of Preferred Stock as Series B Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued;

	●	500 shares of Preferred Stock as Series C Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued;

	●	500,000 shares of Preferred Stock as Series D Preferred Stock, none of which have been issued; however, in 1998, our Board declared a dividend distribution as a right to purchase one share of Series D Preferred Stock for each outstanding share of Class A Common Stock upon occurrence of certain events. The rights expired on February 28, 2021; and

	●	500 shares of our Preferred Stock as Series F Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued.

	●	The board of directors of the corporation approved the business combination or other transaction in which the person became an interested stockholder prior to the date of the business combination or other transaction;

	●	Upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding, shares owned by persons who are directors and also officers of the corporation and shares issued under which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

	●	On or subsequent to the date the person became an interested stockholder, the board of directors of the corporation approved the business combination and the stockholders of the corporation authorized the business combination at an annual or special meeting of stockholders by the affirmative vote of at least 66-2/3% of the outstanding voting stock of the corporation that is not owned by the interested stockholder.

	●	any breach of the director’s duty of loyalty to us or our stockholders;

	●	acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

	●	any transaction from which the director derived an improper personal benefit; or

	●	under Section 174 of the DGCL.

	Number of Shares Beneficially Owned Before Sale of All Shares of Class A Common Stock Offered Hereby					Number of Shares of Class A Common Stock to be Sold in the Offering		Number of Shares Beneficially Owned After Sale of All Shares of Class A Common Stock Offered Hereby
	Number		%(1)			Number		Number		%
North Run Strategic Opportunities Fund I, LP (2)(3)		4,868,232		10.2	%		4,868,232		-		-
AIGH Investment Partners, LP (4)		3,252,977		7.5	%		523,631		2,729,346		5.6	%
WVP Emerging Manager OnShore Fund LLC (5)		1,101,923		2.6	%		188,792		913,131		1.9	%
Lytton-Kambara Foundation (6)		237,474		0.6	%		237,474		-		-
Alice W. Lytton Family LLC (7)		237,474		0.6	%		237,474		-		-

	(1)	The amount of shares of Class A Common Stock that each selling stockholder could acquire within 60 days of April 25, 2025, pursuant to the Securities Purchase Agreement, including by converting shares of Series G Preferred Stock or exercising the Warrants, is subject to such selling stockholder’s pro-rata portion of the conversion limitations under the Beneficial Ownership Limitation and the Exchange Cap.

	(2)	Shares beneficially owned consists of 4,868,232 shares of Class A Common Stock issuable upon the conversion of the Series G Convertible Preferred Stock and/or exercise of the Warrants held by North Run Strategic Opportunities Fund I, LP within 60 days of April 25, 2025. The shares beneficially owned reflects the application of the Beneficial Ownership Limitation and the Exchange Cap. To the extent such ownership limitations are removed, then the shares beneficially owned and to be sold in the offering would increase to 12,830,725. North Run Strategic Opportunities Fund I GP, LLC (“NR SOF GP”) is the general partner of NR SOF. Todd B. Hammer and Thomas B. Ellis are members of NR SOF GP. Each of NR SOF GP, Mr. Hammer and Mr. Ellis disclaim beneficial ownership of securities not directly owned by them. The principal place of business of NR SOF is located at 867 Boylston Street, 5th Floor #1361, Boston, MA 02116.

	(3)	Thomas B. Ellis, a member of our board of directors, is a principal and member of NR SOF GP.

	(4)	Shares beneficially owned consists of 523,631 shares of Class A Common Stock issuable upon the conversion of the Series G Convertible Preferred Stock and/or exercise of the Warrants held by AIGH Investment Partners, LP (“AIGH LP”) within 60 days of April 25, 2025. The shares beneficially owned reflects the application of the Beneficial Ownership Limitation and the Exchange Cap. To the extent such ownership limitations are removed, then the shares beneficially owned and to be sold in the offering would increase to 1,380,084. Mr. Orin Hirschman is the managing member of AIGH Capital Management, LLC, a Maryland limited liability company (“AIGH CM”), who is an advisor with respect to the securities held by AIGH LP. Mr. Hirschman has voting and investment control over the securities indirectly held by AIGH CM, directly held by AIGH IP and directly held by Mr. Hirschman and his family. The address for AIGH CM, AIGH LP and Mr. Hirschman is 6006 Berkeley Avenue, Baltimore, Maryland 21209.

	(5)	Shares beneficially owned consists of 188,792 shares of Class A Common Stock issuable upon the conversion of the Series G Convertible Preferred Stock and/or exercise of the Warrants held by WVP Emerging Manager OnShore Fund LLC within 60 days of April 25, 2025. The shares beneficially owned reflects the application of the Beneficial Ownership Limitation and the Exchange Cap. To the extent such ownership limitations are removed, then the shares beneficially owned and to be sold in the offering would increase to 497,582. Mr. Orin Hirschman is the managing member of AIGH CM, who is a sub-advisor with respect to the securities held by WVP Emerging Manager Onshore Fund, LLC - AIGH Series. Mr. Hirschman has voting and investment control over the securities indirectly held by AIGH CM and directly held by Mr. Hirschman and his family directly. The address for AIGH CM and Mr. Hirschman is 6006 Berkeley Avenue, Baltimore, Maryland 21209.

	(6)	Shares beneficially owned consists of 237,474 shares of Class A Common Stock issuable upon the conversion of the Series G Convertible Preferred Stock and/or exercise of the Warrants held by Lytton-Kambara Foundation within 60 days of April 25, 2025. The shares beneficially owned reflects the application of the Beneficial Ownership Limitation and the Exchange Cap. To the extent such ownership limitations are removed, then the shares beneficially owned and to be sold in the offering would increase to 1,484,336. Laurence Lytton is the president of the Lytton-Kambara Foundation. Mr. Lytton has voting and investment control over the securities held by the Lytton-Kambara Foundation. The amounts reported exclude 210,673 shares of Class A Common Stock held directly by Mr. Lytton. The address for the Lytton-Kambara Foundation and Mr. Lytton is 467 Central Park West, 17-A, New York, NY 10025.

	(7)	Shares beneficially owned consists of 237,474 shares of Class A Common Stock issuable upon the conversion of the Series G Convertible Preferred Stock and/or exercise of the Warrants held by Alice W. Lytton Family LLC within 60 days of April 25, 2025. The shares beneficially owned reflects the application of the Beneficial Ownership Limitation and the Exchange Cap. To the extent such ownership limitations are removed, then the shares beneficially owned and to be sold in the offering would increase to 625,889. Mr. Lytton is the managing partner of Alice W. Lytton Family LLC. Mr. Lytton has voting and investment control over the securities held by Alice W. Lytton Family LLC. The amounts reported exclude 210,673 shares of Class A Common Stock held directly by Mr. Lytton. The address for Alice W. Lytton Family LLC and Mr. Lytton is 467 Central Park West, 17-A, New York, NY 10025.

	●	ordinary brokerage transactions and transactions in which the broker‑dealer solicits purchasers;

	●	block trades in which the broker‑dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker‑dealer as principal and resale by the broker‑dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	settlement of short sales;

	●	in transactions through broker‑dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

	●	a combination of any such methods of sale; or

	●	any other method permitted pursuant to applicable law.

	●	Our Annual Report on Form 10-K for the year ended June 30, 2024, filed with the SEC on September 19, 2024;

	●	Our Quarterly Reports on Form 10-Q for the quarterly period ended September 30, 2024, filed with the SEC on November 7, 2024, and the quarterly period ended December 31, 2024, filed with the SEC on February 13, 2025;

	●	Our Current Reports on Form 8-K (other than information furnished rather than filed pursuant to Item 2.02 or Item 7.01 of any such Current Report on Form 8-K and any corresponding information furnished under Item 9.01 or included as an exhibit), filed with the SEC on November 15, 2024, November 22, 2024, January 14, 2025, February 13, 2025 and February 21, 2025 (as amended by that Current Report on Form 8-K/A filed on May 2, 2025);

	●	Our Definitive Proxy Statement on Schedule 14A filed on October 7, 2024; and

	●	The description of our Class A Common Stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed on September 19, 2024, including any amendment or report filed for the purpose of updating the description.

●	*Infrared Imaging Technologies.* Our optical solutions strategy focuses around infrared imaging. Infrared imaging is a growing market, with technology that is evolving at a fast rate, and in which we have distinct advantages, based on our core technologies. Continually evolving and developing our technologies is key to maintaining and continuing to build and develop technical leadership, which translates to better products, which translate to creating value, and capturing value. While the basis of our infrared technology originally centered around infrared materials and optics, it has become more than that. As we evolve from a pure optics company to an integrator and solution provider, our differentiating technologies are evolving. Those differentiating technologies are often at a system or application level, rather than at the component or material level. Some of those technologies are gained through acquisitions, such as Visimid, and most recently G5 Infrared, which added advanced cooled, long-range infrared camera systems to our portfolio. G5 Infrared’s expertise in system integration, image stabilization, and ruggedized, defense-qualified platforms significantly expands our capabilities beyond uncooled solutions and imaging systems, positioning us as one of the few companies capable of addressing the full spectrum of infrared imaging applications, from compact commercial cameras to long-range defense and border security systems.

	A key differentiator of our infrared imaging portfolio is the integration of our proprietary BlackDiamond materials into camera designs. Unlike Germanium, which is subject to severe supply chain constraints and geopolitical risks, BlackDiamond materials are U.S.-produced and globally sourced, offering secure supply and unique technical benefits such as multispectral performance and low thermo-optic coefficients. In 2025, we announced the redesign of several G5 Infrared cooled cameras, where Germanium lenses were replaced with lenses made from BlackDiamond materials. This shift not only mitigates supply chain risk for Germanium but also improves system performance, lowers thermal sensitivity, and reduces cost. Other recent examples of such system-level capabilities include our development of a novel, unique approach to shutterless imaging that we can apply to microbolometer based cameras, and development of a technology for early detection of flames and fires using a combination of optical technologies and sophisticated image processing algorithms.

●	*Optical Assemblies and Testing*. When we began shifting our focus from optical components to solutions, doing more optical assemblies was a natural first step for us. During the first couple of years of implementing our new strategic direction, our team expanded our optical assemblies business and capabilities considerably. As our reputation in the assemblies space grew, so did the level of complexity of assemblies and sub-systems customers request of us. This trend was recently amplified when we began making available our new, exclusive infrared glass materials, which enable customers to design systems that far exceed the performance of existing systems using conventional materials. BlackDiamond materials provide a unique advantage in our assemblies. Because these glasses are designed, produced, and integrated within LightPath, we can deliver assemblies with unmatched speed and flexibility, ensuring shorter lead times for our customers. Moreover, our ability to build assemblies that are not based on Germanium optics gives us a differentiated position in the defense and security markets, where supply chain risk and strategic sourcing are increasingly critical factors. These assemblies not only reduce reliance on foreign-controlled materials but also offer superior optical performance in multispectral and athermalized designs. Often, the new systems requested by customers require us to develop new assembly and testing capabilities. Each such new capability and technique we develop for such projects become another capability and technique we can market and offer to other customers. We expect this will create self-perpetuating development opportunities as our new capabilities and techniques bring in more business that may, again, require continuing development of new techniques.

●	*Materials.* Materials play an important role in providing design flexibility and allow tradeoffs between optical performance, weight, and performance in varying conditions. Additionally, the infrared imaging industry has traditionally relied heavily on the use of Germanium and Gallium (in the form of GaAs glass), which China dominates the supply of both materials and has been restricting its export. Traditionally, infrared applications have only a small number of materials, almost all of which are crystal based, with Germanium being the most commonly used material. Over the last few years LightPath has been investing in developing and commercializing our BlackDiamond glasses (which are labeled with a “BD” prefix) as alternatives to using Germanium. Some of these materials such as BD6 and BD2, are generic, and are produced by at least two other companies. The crown jewels of our materials, the BDNL type, are exclusive to us, and the most impactful to our products and to the market as a whole in terms of technology, innovation and value creation. In December 2021 we secured an exclusive license from the U.S. government for the Chalcogenide materials that have been developed by the NRL. Following a two-year effort to transition those new materials into production, we began making available for commercial use some of those new materials, starting with the introduction of BDNL-4 in April 2024. Our BlackDiamond materials offer multiple advantages over materials, such as Germanium. It is estimated that over 67% of the global Germanium supply originates out of China, with Russia being the second largest supplier. Those two countries together control over 90% of the supply of Germanium and Gallium, two critical materials in infrared optics. Restrictions on supply from Russia and China have increased prices of Germanium from around $1,000 per Kg a few years ago, to a price of over $4,000 a Kg today. Additionally, supply of Germanium has considerably shrunk and for most customers and applications is not available at all.

	Our BlackDiamond materials, which are made in the USA and produced from raw ingredients available from many countries all over the globe, offer an alternative to the use of Germanium in infrared systems. Knowing that our materials are produced domestically and have a secure supply chain has been driving sales growth in our business and in particular in the defense sector. In addition to providing an alternative to the use of Germanium, the new materials we licensed exclusively from the NRL have unique technical advantages compared to traditional materials, including multispectral performance and low thermo-optic coefficients, making them less affected by changes in environmental temperature. The combination of providing an alternative to the use of Germanium and Gallium, together with distinct technological advantages, make these materials which we own exclusively, a very desirable and key element in every future infrared system. As described above in Growth Strategy, we leverage these unique advantages to become not only the supplier of choice for materials and optics, but also to be producer of the subsystems and complete imaging solutions, a much larger part of the system than we previously had as a component manufacturer. The importance of those materials, both from a supply chain resilience perspective as well as from a technology leadership perspective has led to some significant collaborations and efforts together with various governmental groups, and in particular with the U.S. DoD. As announced on several separate occasions, LightPath has received funded development contracts from the U.S. DoD, the Defense Logistics Agency, the European Space Agency, and the U.S. Army, among others. Those fundings are all aimed at accelerating the qualification of the materials for use in their respective applications. We continue to develop those technical capabilities and materials, both using internal funding and federal funding. We expect infrared materials to continue to be an important technology in our portfolio.

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SEC Form 424B5 filed by LightPath Technologies Inc.