SEC Form PRE 14A filed by LightPath Technologies Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LightPath Technologies, Inc.

Special Meeting of Stockholders

June 16, 2025

Notice and Proxy Statement

NOTICE OF VIRTUAL SPECIAL MEETING OF STOCKHOLDERS

To Be Held On June 16, 2025

It is our pleasure to invite you to the Special Meeting of the Stockholders of LightPath Technologies, Inc. (the “Special Meeting”). The Special Meeting will be held on June 16, 2025, at 11:00 a.m. EDT in a virtual meeting format only. There will be no physical location for stockholders to attend the Special Meeting. Stockholders will be able to listen, vote, and submit questions, regardless of their physical location, via the internet at https://web.viewproxy.com/lightpathsm/2025 by using the virtual control number included in your notice regarding the availability of proxy materials, proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. If you plan to participate in the virtual Special Meeting, please see the Instructions for the Virtual Special Meeting section in the attached Proxy Statement.

The purpose of the Special Meeting is to vote on the following:

                Only stockholders of record at the close of business on April 24, 2025, will be entitled to receive notice of and to vote at the Special Meeting or any postponement or adjournment thereof. The enclosed Notice and Proxy Statement contain details concerning the foregoing items and any other business to be conducted at the Special Meeting, as well as information on how to vote your shares.

 Your vote is very important. Whether or not you expect to participate in the Special Meeting, we urge you to cast your vote and submit your proxy in advance of the Special Meeting. Unless you plan to vote at the Special Meeting, your vote must be received by 11:59 pm EST, on June 15, 2025. You can vote by internet, telephone, or mail as follows:

If you have any questions or require any assistance with voting your shares, please contact Albert Miranda at 1-800-472-3486 ext. 362, or [email protected]. Thank you for your continued support of LightPath Technologies, Inc.

2603 Challenger Tech Court, Suite 100 * Orlando, Florida USA 32826 * 407-382-4003

PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS

LIGHTPATH TECHNOLOGIES, INC.

PROXY STATEMENT

FOR SPECIAL MEETING OF STOCKHOLDERS

To be held at 11:00 a.m. EDT on June 16, 2025

This Proxy Statement, and the enclosed proxy card, is solicited by the Board of Directors (the “Board”) of LightPath Technologies, Inc., a Delaware corporation, for use at the Special Meeting of Stockholders (the “Special Meeting”) to be held June 16, 2025, at 11:00 a.m. EDT, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders. The Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast to enable our stockholders to participate from anywhere. You will be able to virtually attend the Special Meeting by registering at https://web.viewproxy.com/lightpathsm/2025. We request that registrations be completed by 11:59 p.m. EDT on June [●], 2025.

References in this Proxy Statement to “LightPath,” “we,” “us,” “our,” or the “Company” refers to LightPath Technologies, Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON

June 16, 2025.

This Proxy Statement and the enclosed proxy card are all available on our website at www.lightpath.com. With respect to the Special Meeting and all of our future stockholder meetings, please contact Albert Miranda at 1-800-472-3486 ext. 362, or [email protected], to request a copy of the proxy statement or proxy card, or to obtain information regarding such meeting. A list of stockholders entitled to vote at the Special Meeting will be available for inspection at our principal executive offices for at least ten days prior to the Special Meeting and at the Special Meeting. A stockholder may examine the list for any legally valid purpose related to the Special Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on or that can be accessed through our website is not intended to be incorporated by reference into this Proxy Statement.

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE PROPOSALS

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own and are entitled to vote. The person you designate is your “proxy,” and, by submitting a proxy card, you give the proxy the authority to vote your shares. The proxy card that is solicited by the Board designates M. Scott Faris, Chair of the Board, and Shmuel Rubin, President and Chief Executive Officer, as proxies for the Special Meeting.

Why am I receiving these materials?

You are receiving this Proxy Statement and the enclosed proxy card because our Board is soliciting your proxy to vote at the Special Meeting for the purposes set forth herein. This Proxy Statement provides you with information on the matters to be voted on at the Special Meeting as well as instructions on how to vote.

We intend to mail this Proxy Statement and accompanying proxy card on or about [●], 2025, to all stockholders of record entitled to vote at the Special Meeting.

 Who can vote at the Special Meeting?

You can vote if, as of the close of business on April 24, 2025 (the “Record Date”), you were a stockholder of record of Class A Common Stock or Series G Preferred Stock (subject to certain limitations described herein), our only classes or series of capital stock issued and outstanding. On the Record Date, there were [●] shares of Class A Common Stock and [●] shares of Series G Preferred Stock issued and outstanding.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote virtually at the Special Meeting or vote by proxy. Whether or not you plan to participate in the virtual Special Meeting, we urge you to vote by written proxy, telephone, or the Internet prior to the Special Meeting to ensure your vote is counted. Even if you vote by proxy, you may still vote at the virtual Special Meeting. In order to virtually attend the Special Meeting, you must register at https://web.viewproxy.com/lightpathsm/2025, using the virtual control number included on your proxy card. We request that all registrations be completed by 11:59 p.m. EDT on [●], 2025.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. If you do not direct your broker how to vote your shares, the broker will not be permitted to vote the shares with respect to the matters to be voted upon, which is considered a “non-discretionary” items (resulting in a “broker non-vote”).

You are also invited to virtually participate in the Special Meeting. However, since you are not the stockholder of record, you must provide a legal proxy from your bank or broker during registration, and you will be assigned a virtual control number in order to vote your shares during the Special Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Special Meeting (but will not be able to vote your shares during the meeting) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://web.viewproxy.com/lightpathsm/2025.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Class A Common Stock you owned as of the Record Date.

What am I voting on?

The following matters are scheduled for the Special Meeting: (i) the approval pursuant to Nasdaq Listing Rule 5635 of the issuance of 20% or more of 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; (ii) the approval of the Plan Amendment; and (iii) the approval of the adoption of the 2025 ESPP. A vote may also be held on any other business as may properly come before the Special Meeting or any postponement or adjournment thereof, although there is no other business anticipated to come before the Special Meeting. A vote may also be held on any other business as may properly come before the Special Meeting or any postponement or adjournment thereof, although there is no other business anticipated to come before the Special Meeting.

What are my voting choices for the item to be voted on at the Special Meeting and what is the voting requirement to approve each proposal?

While holders of Series G Preferred Stock generally are entitled to vote on all matters on which holders of Class A Common Stock are entitled to vote, on an as-converted-to-Class-A-Common-Stock basis (not to exceed the Beneficial Ownership Limitation as described below), voting together as a single class with the Class A Common Stock, the Investors (as defined below) and their affiliates are not entitled to vote any shares of Series G Preferred Stock they hold, including on an as-converted-to-Class-A-common-stock basis, on Proposal 1 pursuant to the listing rules of The Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”). The Investors and their affiliates are entitled to vote their shares of Class A Common Stock held as of the Record Date.

Instructions for the Virtual Special Meeting

Participating in the Virtual Special Meeting

The Special Meeting will be virtual. There will be no physical meeting location. A virtual meeting format offers the same participation opportunities as those opportunities available to stockholders at in-person meetings. Stockholders will be able to listen, vote, and submit questions. To participate in the Special Meeting, you must register at https://web.viewproxy.com/lightpathsm/2025. We request that registrations be completed by 11:59 p.m. EDT on [●], 2025, using your desktop or mobile device and entering the virtual control number on your proxy card. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the Special Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Special Meeting (but will not be able to vote your shares during the meeting) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://web.viewproxy.com/lightpathsm/2025.

On the day of the Special Meeting, if you have properly registered, you may enter the Special Meeting by logging in using the personalized link you received via email in your registration confirmation at https://web.viewproxy.com/lightpathsm/2025.

The Special Meeting will begin promptly at 11:00 a.m. EDT on June 16, 2025. We encourage you to access the virtual meeting website prior to the start time. Online check-in will begin 30 minutes prior to the start of the Special Meeting. You should allow ample time to ensure your ability to access the meeting.

We will hold our question and answer session with management immediately following the conclusion of the Special Meeting. You may submit a question in advance of the Special Meeting during the registration process by visiting https://web.viewproxy.com/lightpathsm/2025. You may also submit a question at any time during the Special Meeting by typing the questions into the questions box on the screen once the virtual meeting starts. The Chair of the Special Meeting has broad authority to conduct the meeting in an orderly manner.

What if I have technical difficulties or trouble accessing the virtual Special Meeting website during the check-in time or during the Special Meeting?

Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, send an email to [email protected]  or call (866) 612-8937 for assistance.

How do I vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote using the following methods:

Whether or not you plan to participate in the virtual Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still participate in the virtual Special Meeting and vote electronically if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you can vote as follows:

 What if I am a stockholder of record and return a proxy card but do not make specific choices?

You should specify your choice for each matter on the proxy card. If you return a signed and dated proxy card without marking any voting selections, your shares will be voted as follows:

If any other matter is properly presented at the meeting, your proxy (the individual named on your proxy card) will vote your shares using his or her best judgment.

What if I am a beneficial owner and do not give voting instructions to my broker?

If you fail to complete a proxy card or provide your broker with voting instructions at least ten days before the meeting, your broker will be unable to vote on the matters.

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers, and employees may also solicit proxies by mail, in person, by telephone, or by other means of communication. Directors, officers, and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign, and return each proxy card to ensure that all of your shares are voted.

What is “householding”?

The Securities and Exchange Commission (the “SEC”) has adopted rules that permit companies and intermediaries such as brokers to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single proxy statement addressed to those security holders. This process, which is commonly referred to as “householding,” potentially means convenience for security holders and cost savings for companies.

A number of brokers with account holders who are LightPath stockholders will be “householding” our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, please notify your broker and also notify us by sending your written request to Investor Relations, LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida USA 32826 or by calling Investor Relations at 407-382-4003, ext. 362. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should also contact their broker and notify us in writing or by telephone.

Can I revoke or change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. You may revoke your proxy by:

Who will count votes?

Votes will be counted by the inspector of elections appointed for the Special Meeting. The inspector of elections will also determine the number of shares outstanding, the voting power of each, the number of shares represented at the Special Meeting, the existence of a quorum, and whether or not the proxies and ballots are valid and effective.

What is the quorum requirement?

A majority of the issued and outstanding shares of our capital stock entitled to vote at the Special Meeting must be present at the Special Meeting (in person or represented by proxy) in order for us to hold the Special Meeting and conduct business. This is called a quorum. On the Record Date, there were [●] outstanding shares of our capital stock (including all restricted stock awards at such date) entitled to vote at the Special Meeting comprised of [●] outstanding shares of Class A Common Stock and [●] outstanding shares of Series G Preferred Stock. Thus, [●] shares Class A Common Stock and Series G Preferred Stock must be present at the Special Meeting (in person or represented by proxy) to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote electronically at the Special Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares entitled to vote and present at the Special Meeting (virtually or represented by proxy) may adjourn the meeting to another date.

How can I find out the results of the voting at the Special Meeting?

We will announce preliminary voting results at the Special Meeting. We will report the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following such results becoming final.

When are stockholder proposals for the fiscal year 2025 Annual Meeting due?

Stockholders interested in presenting a proposal to be considered for inclusion in the proxy statement and form of proxy for the 2025 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and our Bylaws. To be considered for inclusion, stockholder proposals must be submitted in writing to the Corporate Secretary, LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida USA 32826 before June 12, 2025, which is 120 calendar days prior to the anniversary of the mailing date of this year’s annual meeting proxy statement and must be in compliance with all applicable laws and regulations.

If a stockholder wishes to present a proposal at the fiscal year 2025 annual meeting of stockholders, but the proposal is not intended to be included in the Company’s proxy statement relating to the meeting, or nominate a director for election at the fiscal year 2025 annual meeting of stockholders, the stockholder must give advance notice to the Company prior to the deadline for such meeting determined in accordance with our Bylaws (the “Bylaw Deadline”). Under our Bylaws, in order for a proposal to be timely, it must be received by us no earlier than 120 days prior to the anniversary of fiscal year 2024 annual meeting of stockholders, or July 23, 2025, and no later than 90 days prior to the anniversary date of the fiscal year 2024 annual meeting of stockholders, or August 22, 2025. If a stockholder gives notice of such a proposal after the Bylaw Deadline, the stockholder will not be permitted to present the proposal to the stockholders for a vote at the meeting or nominate a director for election at the meeting. Finally, the deadline for providing notice to the Company under Rule 14a-19, the SEC’s universal proxy rule, of a stockholder’s intent to solicit proxies in support of nominees submitted under the Company’s advance notice bylaws for our fiscal year 2025 annual meeting of stockholders is August 22, 2025.

If a stockholder fails to meet these deadlines or fails to satisfy the requirements of SEC Rule 14a-4, the persons named as proxies will be allowed to use their discretionary voting authority to vote on any such proposal or nomination as they determine appropriate if and when the matter is raised at the 2025 annual meeting of stockholders.

PROPOSAL 1 – APPROVAL PURSUANT TO NASDAQ LISTING RULE 5635 OF THE ISSUANCE OF 20% OR MORE OF 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

What Am I Voting On?

Stockholders are being asked to approve the issuance of 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 Warrants issued and sold in February 2025 (to the extent such conversion or exercise would result in the holders (the “Investors”) of such shares of Series G Preferred Stock and Warrants beneficially owning securities representing more than 19.99% of our outstanding Class A Common Stock (the “Beneficial Ownership Limitation”) immediately following such conversion or exercise, or would result in the aggregate number of shares of Class A Common Stock issued pursuant to the Purchase Agreement as described below to exceed 6,055,606 (the “Exchange Cap”), as well as the ability of the Investors to vote their shares of Series G Preferred Stock on an-as-converted-to-Class-A-Common-Stock basis in excess of the Beneficial Ownership Limitation and the Exchange Cap. Stockholder approval pursuant to Nasdaq Listing Rule 5635 is required to permit such issuances, conversions, exercises and votes in excess of the Beneficial Ownership Limitation and the Exchange Cap.

Voting Recommendation

FOR the approval pursuant to Nasdaq Listing Rule 5635 of the issuance of 20% or more of 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.  

Background

As disclosed in the Current Report on Form 8-K filed with the SEC on February 21, 2025 (the “Form 8-K”), on February 18, 2025, we completed the acquisition of all of the authorized, issued and outstanding membership interests in G5 Infrared, LLC, a New Hampshire limited liability company (“G5 Infrared”). The Acquisition was effected in accordance with the terms of a Membership Interest Purchase Agreement, dated as of February 13, 2025, by and among us, G5 Infrared, the members of G5 Infrared, and, solely in his capacity as sellers’ representative, Kenneth R. Greenslade (as amended, the “Acquisition Agreement”). The aggregate consideration paid at the closing of the Acquisition consisted of (i) $20.25 million in cash, and 1,972,531 shares of Class A Common Stock, in each case subject to various purchase price adjustments set forth in the Acquisition Agreement, and (ii) up to $23.0 million in earn-out consideration paid annually in fiscal years 2026 and 2027 subject to achievement of certain revenue and EBITDA targets set forth in the Acquisition Agreement.  

In connection with, and in part to fund, the Acquisition, on February 13, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Investors, whereby it agreed to issue and sell to the Investors, for an aggregate gross purchase price of $32.2 million, (a) an aggregate of approximately 24,956 shares of Series G Preferred Stock (the “Preferred Shares”), a newly established series of preferred stock, which were initially convertible into 11,607,397 shares (the “Conversion Shares”) of Class A Common Stock, (b) Warrants to purchase an aggregate of 4,352,774 shares of Class A Common Stock (the “Warrant Shares”), and (c) senior secured promissory notes in the aggregate principal amount of $5,195,205 (the “Notes”), which are convertible into shares of Series G Preferred Stock upon the occurrence of the event specified in the Notes (the “Preferred Conversion Shares”), which are in turn convertible into Conversion Shares, subject in the case of (a) and (b) to the Beneficial Ownership Limitation and the Exchange Cap (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”).

On February 14, 2025, in connection with the Private Placement, we filed a Certificate of Designations, Preferences and Rights of the Series G Convertible Preferred Stock (the “Certificate of Designations”) to our Certificate of Incorporation with the Secretary of State of the State of Delaware, which established the designations, preferences, powers and rights of the Series G Preferred Stock, and issued to the Investors 4,352,774 Warrants designated as Class A Common Stock Purchase Warrants.

The Certificate of Designations and the Warrants each include provisions that prevent the Investors and their affiliates, until stockholder approval is obtained in accordance with applicable Nasdaq Listing Rules, from converting the Preferred Shares, voting the Preferred Shares on an as-converted-to-Class-A-common-stock basis or exercising their Warrants, as applicable, to the extent such action would result in the Investors beneficially owning shares of Class A Common Stock in excess of the Beneficial Ownership Limitation or aggregate issuances of Class A Common Stock pursuant to the Purchase Agreement exceeding the Exchange Cap. A copy of the Certificate of Designations and form of Warrants are filed as exhibits to our Current Report on Form 8-K that we filed with the SEC on February 21, 2025.

Purchase Agreement

The Purchase Agreement was filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on February 21, 2025, and is incorporated herein by reference.

The Preferred Shares and Warrants were issued on February 18, 2025 (the “Closing”) pursuant to the Purchase Agreement. The Purchase Agreement contains representations, warranties, and covenants that are customary for financing transactions such as the Private Placement, including the following covenants:

Series G Preferred Stock

The terms of the Preferred Shares are as set forth in the Certificate of Designations, which was filed with and became effective with the Secretary of State for the State of Delaware on February 14, 2025. The Certificate of Designations was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on February 21, 2025 and is incorporated herein by reference.

Ranking. The Series G Preferred Stock ranks senior to the Class A Common Stock, as to distributions and payments upon the liquidation, dissolution and winding up of the Company. Holders of Series G Preferred Stock participate with the holders of the Class A Common Stock on an as-converted basis to the extent any dividends are declared on the Class A Common Stock.

Dividends. The Preferred Stock bears dividends at a per annum rate of 6.5%, which accrues daily and compounds on quarterly basis from the issuance date on the stated value of $1,000 per share (the “Stated Value”). Dividends will not be paid or payable in cash, except, at our option, and subject to applicable law, such dividends may be payable quarterly in cash beginning on the five-year anniversary of the issuance date, with the period between the issuance date and such five-year anniversary being defined as the “Guaranteed Term.” Dividends will cease to accrue if, following the end of the Guaranteed Term, the closing price of the Class A Common Stock on our principal market equals or exceeds three hundred percent (300%) of the then-applicable conversion price, as adjusted according to the Certificate of Designations, for a period of 30 consecutive trading days. Holders will also be entitled to receive dividends on shares of Preferred Stock equal (on an as-if converted-to-Class-A-Common-Stock basis regardless of whether the Preferred Stock is then convertible or otherwise subject to conversion limitations) to and in the same form as dividends actually paid on shares of our Class A Common Stock when, as and if such dividends are paid on shares of the Class A Common Stock.  To the extent that, during the Guaranteed Term, we undergo certain fundamental events or effects a mandatory conversion of the Preferred Stock, then, immediately prior to the effective time of such event, the amount of accrued dividends will be increased by an amount that would have otherwise accrued with respect to the Preferred Stock between the date of such event and the end of the Guaranteed Term (the “Make Whole Amount”).

Conversion. At any time or times on or after the issuance date, any holder of Preferred Shares will be entitled to convert any whole number of Preferred Shares into fully paid and nonassessable shares of Class A Common Stock at the Conversion Rate (as defined below). The number of Conversion Shares issuable upon conversion of each of the Preferred Shares will be determined according to the quotient (the “Conversion Rate”) of (i) the Stated Value per share plus an amount per share equal to any accrued and unpaid dividends and, if applicable, any Make Whole Payment (the “Liquidation Preference”), divided by (ii) $2.15, subject to adjustment as provided by the Certificate of Designation (the “Conversion Price”). In addition, on or after the three-year anniversary of the issuance date, if (x) the closing price of the Class A Common Stock on the principal market equals or exceeds three hundred percent (300%) of the then-applicable Conversion Price, for 20 trading days during any 30 consecutive trading day period, and (y) at the time the preceding clause (x) is satisfied, our EBITDA for the four consecutive calendar quarterly immediately preceding such date equals or exceeds $20.0 million, then we will have the right, upon ten trading days’ written notice, to cause the conversion of all of the outstanding Preferred Shares into Conversion Shares at the Conversion Rate. Notwithstanding anything to the contrary, in no event will any holder be entitled or required to convert Preferred Shares for a number of Conversion Shares in excess of that number of Conversion Shares that, upon giving effect to such conversion, would either (i) cause the aggregate number of shares of Class A Common Stock beneficially owned by the holder and its affiliates and any other persons or entities whose beneficial ownership of Class A Common Stock would be aggregated with the holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, including shares held by any “group” of which the holder is a member, to exceed 19.99% or, if elected by such holder, a lesser percentage of the number of shares of Class A Common Stock outstanding immediately after giving effect to the issuance of Conversion Shares issuable upon conversion of a holder’s Preferred Shares, or (ii) cause the aggregate number of shares of Class A Common Stock issued as Conversion Shares upon conversion of any Preferred Shares and issued upon the exercise of any Warrants issued pursuant to the Securities Purchase Agreement, to exceed the Exchange Cap.

Voting Rights. The holders of Preferred Shares will be entitled to notice of all stockholder meetings at which holders of Class A Common Stock are entitled to vote. Each holder of Preferred Shares will be entitled to vote such Preferred Shares on an as-converted basis (based upon the aggregate number of conversion shares into which such holder’s Preferred Shares are then convertible, giving effect to the Beneficial Ownership Limitation and the Exchange Cap as and to the extent applicable at that time) with respect to all matters on which holders of Class A Common Stock are entitled to vote, voting together with the Class A Common Stock as a single class, and will otherwise be entitled to such voting rights as required by applicable law.

Redemption. At any time after the Guaranteed Term, each of us and the Lead Investor will have the right to cause us to redeem all of the Preferred Shares at a price per Preferred Share equal to the greater of (i) 150% of the then-applicable Liquidation Preference and (ii) the product of (A) the Conversion Rate on the applicable redemption date multiplied by (B) the VWAP (as defined in the Certificate of Designations) of the Class A Common Stock for the five trading day period immediately preceding the applicable redemption date.  In the event that the amount determined pursuant to clause (B) exceeds the amount determined pursuant to Clause (A), the number of shares that we will be required to redeem will be proportionately reduced, and we will have the right to cause the conversion of any remaining shares of Preferred Stock thereafter, subject to certain limitations. Further, simultaneous with or after the occurrence of a Fundamental Transaction (as defined in the Certificate of Designations), we will be obligated to redeem all outstanding Preferred Shares at a price per Preferred Share equal to the greater of (i) the applicable Liquidation Preference, and (ii) the product of (A) the Conversion Rate at such time, multiplied by (B) either (x) in the event of a Fundamental Transaction in which all of the outstanding shares are exchanged for, or converted into the right to receive, consideration consisting solely of cash, then the consideration per share of Class A Common Stock payable in such Fundamental Transaction, or (y) otherwise, the VWAP on the date immediately preceding the closing of the Fundamental Transaction.

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up, the holders of the Preferred Shares will be entitled to receive in cash out of our assets, whether from capital or from earnings available for distribution to its stockholders, before any amount shall be paid to the holders of any of our capital stock of any class junior in rank to the Preferred Shares in respect of the preferences as to the distributions and payments on the liquidation, dissolution and winding up, an amount per Preferred Share equal to the greater of (i) the Liquidation Preference, or (b) such amount per share as would have been payable had all Preferred Shares been converted into Class A Common Stock immediately prior to such liquidation, dissolution or winding up (collectively, the “Preferred Funds”), subject to proration among holders of Preferred Shares and pari passu securities in the event that the Preferred Funds are insufficient to pay the full amount due.

Warrants

The Warrants to purchase an aggregate of 4,352,774 shares of Class A Common Stock, or the Warrant Shares, have an exercise price equal to $2.58 per share (the “Exercise Price”). The Exercise Price and the number of underlying shares of Class A Common Stock is subject to proportional adjustment in the event of customary stock splits, stock dividends, combinations or similar events. The Warrants will expire on February 18, 2031, the six-year anniversary of issuance, and are exercisable at any time on or after the issuance date, subject to the Beneficial Ownership Limitation and the Exchange Cap (as and to the extent applicable at that time). The Warrants may be exercised on a cashless basis at any time, at the election of the holder in its sole discretion, and the Warrants will automatically be exercised on a cashless basis upon the expiration of the Warrants if not otherwise exercised prior thereto.

Registration Rights Agreement

In connection with our entry into the Purchase Agreement, on February 18, 2025, we entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which we agreed to file a resale registration statement with respect to the resale of the Conversion Shares and the Warrant Shares not later than 75 calendar days following the execution of the Registration Rights Agreement, and to use our reasonable best efforts to cause such resale registration statement to be declared effective by the SEC as soon as practicable, but in no event later than 90 calendar days following the execution of the Registration Rights Agreement.

Voting Agreements

In connection with our entry into the Purchase Agreement, each of the Investors and our executive officers and directors entered into a voting agreement with the Company pursuant to which, among other things, each such stockholder agreed, solely in his, her or its capacity as a stockholder, to vote all of his, her or its shares of Class A Common Stock in favor of the approval of Proposal 1. In accordance with the NASDAQ Listing Rules, shares issued pursuant to the Purchase Agreement may not be voted with respect to Proposal 1. Taking such restriction into account, the Investors and our executive officers and directors have a combined voting power of [●]% as of the Record Date for purposes of voting on Proposal 1.

Reasons for Seeking Stockholder Approval

Our Class A Common Stock is listed on the Nasdaq Capital Market, and as such, we are subject to the Nasdaq Listing Rules. In order to comply with the Nasdaq Listing Rules and to satisfy conditions under the Purchase Agreement, we are seeking stockholder approval of this proposal.

Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of the stock or assets of another company if where, due to the present or potential issuance of common stock, including shares issued pursuant to an earn-out provision or similar type of provision, or securities convertible into or exercisable for common stock, other than a public offering for cash:

(A) the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or

(B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of a company. This rule does not specifically define when a change in control of a company may be deemed to occur for this purpose; however, Nasdaq suggests in its guidance that a change of control would occur, subject to certain limited exceptions, if after a transaction an investor (or a group of investors) would hold 20% or more of a company’s then-outstanding capital stock and such ownership or voting power would be the company’s largest ownership position. Accordingly, we are also seeking stockholder approval pursuant to Nasdaq Listing Rule 5635(b). Stockholders should note that a “change of control” as described under Rule 5635(b) applies only with respect to the application of such rule and does not necessarily constitute a “change of control” for purposes of Delaware law or our organizational documents. Our Board determined that the Private Placement, the Purchase Agreement and the issuance of the securities thereunder were in the best interests of our Company and its stockholders.

Additionally, under Nasdaq Listing Rule 5635(d), stockholder approval is required prior to the issuance in a transaction, other than a public offering as defined in Nasdaq Listing Rule IM-5635-3, involving the sale, issuance or potential issuance by the Company of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by officers, directors or certain stockholders of the Company, equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance at a price that is less than the Minimum Price (as defined in Nasdaq Listing Rule 5635(d)(1)(A)).  Accordingly, we are also seeking stockholder approval pursuant to Nasdaq Listing Rule 5635(d).

Effect of Approval

If Proposal 1 is approved, all shares of Series G Preferred Stock held by the Investors and their affiliates will, at the election of the Investors, initially be convertible into an aggregate of 11,607,397 shares of our Class A Common Stock and, prior to their conversion, can be voted on an as-converted-to-Class-A-Common-Stock basis without restriction by the Beneficial Ownership Limitation, or the Exchange Cap. Additionally, if Proposal 1 is approved, the Investors will have the ability to acquire up to 4,352,774 shares of Class A Common Stock by exercising the Warrants. If Proposal 1 is approved, based on shares outstanding as of March 31, 2025 (and assuming that no Warrants have been exercised), the Investors would hold, as of March 31, 2025, 29.1% of the voting power of the Company and 29.1% of the beneficial ownership of the Company, without any restriction of the Beneficial Ownership Limitation. If Proposal 1 is approved, based on shares outstanding as of March 31, 2025 (and assuming that all Warrants have been exercised solely for cash), the Investors would hold, as of March 31, 2025, 35.2% of the voting power of the Company and 35.2% of the beneficial ownership of the Company.

Consequences if Stockholder Approval Is Not Obtained

If our stockholders do not approve Proposal 1 at the Special Meeting, the Investors and their affiliates will not be able to vote or convert their shares of Series G Preferred Stock or exercise the Warrants in excess of the Beneficial Ownership Limitation or the Exchange Cap on any matter brought for a stockholder vote. Additionally, if our stockholders do not approve this proposal by June 18, 2025, we would be obligated to call a special or annual meeting of stockholders every one hundred eighty (180) days thereafter and shall include and recommend to approve Proposal 1 in the proxy statement for each such meeting of stockholders, until stockholder approval is obtained. We would bear the costs associated with including this proposal for stockholder approval at subsequent annual stockholder meetings.

Interests of Certain Persons in Proposal 1

Certain of our directors and existing stockholders may have interests that may be different from, or in addition to, the interests of other of our stockholders. In particular, Thomas B. Ellis, a member of our Board of Directors, is affiliated with the Lead Investor. The Lead Investor will be unable to convert all of the Preferred Shares and exercise all of the Warrants issued to it in connection with the Private Placement if Proposal 1 is not approved by our stockholders.

Required Vote of Stockholders

Proposal 1 will be adopted if a majority of the outstanding Class A Common Stock having voting power, present in person or represented by proxy and entitled to vote at the Special Meeting affirmatively votes in favor of this proposal. Consequently, abstentions will have the effect of votes cast against this proposal and broker non-votes will have the effect of reducing the absolute number, but not the percentage, of affirmative votes needed to pass this proposal.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2025, the number and percentage of outstanding shares of our Class A Common Stock, owned by: (i) each of our directors (which includes all nominees), (ii) each of the named executive officers, (iii) our directors and executive officers as a group, and (iv) each person known by us to be the beneficial owner of more than 5% of our outstanding Class A Common Stock. The number of shares of Class A Common Stock outstanding as of March 31, 2025 was 42,893,563.

The number of shares beneficially owned by each director, named executive officer, and greater than 5% beneficial owner is determined under SEC rules, and the information is not necessarily indicative of the beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares to which the individual has the sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of March 31, 2025, through the exercise of any stock option or other right to purchase, such as a warrant. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. In certain instances, the number of shares listed may include, in addition to shares owned directly, shares held by the spouse or children of the person, or by a trust or estate of which the person is a trustee or an executor or in which the person may have a beneficial interest. The table that follows is based upon information supplied in a questionnaire completed by each named executive officer and director and stockholders beneficially owning greater than 5% of our Class A Common Stock.

*Less than 1%

Notes:

EXECUTIVE COMPENSATION

We incorporate by reference Part III of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024.

Executive Officer Stock Ownership Requirements

Our Board established certain guidelines requiring that each of our executive officers acquire and maintain a minimum level of ownership of our securities during the period in which he or she is an executive officer. The guidelines set the target ownership level at five times the annual base salary for our Chief Executive Officer and three times the annual base salary for each of our other executive officers, as measured at fiscal year-end. The Board reviews the target ownership levels on an annual basis to determine whether such target ownership levels should be increased.

For purposes of determining ownership levels, all forms of equity and derivative securities, including stock, stock options, restricted stock, and RSUs, count towards satisfaction of the ownership guidelines; however, with respect to any stock option award, only the number of shares equal to (i) the difference between the closing price of the Class A Common Stock as reported on the Nasdaq Capital Market (“NCM”) at the end of the fiscal year and the exercise price of the stock option multiplied by (ii) the number of shares underlying the stock option, then (iii) divided by the closing price of the Class A Common Stock as reported on the NCM at the end of the fiscal year, are included for purposes of determining whether the stock ownership target is met. For example, if an officer is awarded a stock option of 100 shares of Class A Common Stock, with an exercise price of $1.00 per share, and the closing price of the Class A Common Stock as reported on the NCM on June 30, 2024 is $2.00, the number of shares of Class A Common Stock included from such stock option award for purposes of meeting the stock ownership target is 50 shares.

The Board may grant waivers of the guidelines in the event of financial hardship or other good cause. Once an executive officer attains his or her required stock ownership level, he or she will remain in compliance with the guidelines despite future changes in the stock price and base salary, as long as the executive officer’s holdings do not decline below the number of shares owned at the time the required stock ownership level was met. Each executive officer will have five years after his or her date of becoming an executive officer to meet the required ownership level.

Our named executive officers did not meet their respective ownership targets as of June 30, 2024. Mr. Rubin failed to meet the target by his deadline of February 24, 2025, and Mr. Miranda has until May 7, 2026, to meet the target.

Summary Compensation Table

We incorporate by reference Part III of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024.

 Narrative Discussion of Summary Compensation Table of Named Executive Officers

We incorporate by reference Part III of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024.

Additional details regarding the awards granted to each named executive officer are set forth below.

Shmuel Rubin

Albert Miranda

DIRECTOR COMPENSATION

We incorporate by reference Part III of the Company’s Annual Report on Form 10-K for the year ended June 30, 2024.

Additional details regarding the RSUs granted to each director, other than Mr. Rubin, are set forth below.

M. Scott Faris

Positions: Chair of the Board, Nominating and Corporate Governance Committee Chair

Committees: Finance Committee, Compensation Committee

Louis Leeburg

Positions: Audit Committee Chair (until January 31, 2024)

Committees: Nominating & Corporate Governance Committee (until January 31, 2024)

Dr. Joseph Menaker (1)

Committees: Audit Committee, Finance Committee

Darcie Peck (1)

Positions: Audit Committee Chair (effective January 31, 2024)

Committees: Compensation Committee

S. Eric Creviston

Positions: Finance Committee Chair

Committees: Compensation Committee

Kim Crider

Committees: Audit Committee

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company for each of the last two completed fiscal years. In determining the “compensation actually paid” to our named executive officers (“NEOs”, including our principal executive officer (“PEO”), we are required to make various adjustments to amounts that have previously been reported in the Summary Compensation Table in previous years, as the SEC’s calculation method for this section differs from those required in the Summary Compensation Table.

Pay Versus Performance Table

The table below presents information on the compensation of our NEOs in comparison to certain performance metrics for 2024, 2023, and 2022. The metrics are not those that the Compensation Committee of our Board uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table total values for the applicable years.

Relationship Disclosure to Pay Versus Performance Table

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following descriptions of the relationships between information presented in the Pay Versus Performance table.

Compensation Actually Paid and Cumulative TSR

The following chart sets forth the relationship between compensation actually paid to the PEO and the NEO, compared to our cumulative TSR for each the years presented:

Compensation Actually Paid and Net Income (Loss)

The following chart sets forth the relationship between compensation actually paid to the PEO and the NEO, compared to our net loss reported in our most recent 10-K filings for each of the years presented:

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

What Am I Voting On?

Stockholders are being asked to approve the Plan Amendment to increase the number of shares available for future grants the 2018 SICP by 4,000,000 shares.

Voting Recommendation

FOR the approval of the Plan Amendment to increase the number of shares available for future grants under the 2018 SICP by 4,000,000 shares.

Summary; Reasons for the Plan Amendment

The 2018 SICP was approved by our stockholders at the Company’s annual meeting of stockholders held on November 15, 2018.  As of March 31, 2025, the maximum aggregate number of shares of Class A Common Stock which may be subject to or delivered under awards granted under the 2018 SICP was 4,480,949 shares comprised of 1,650,870 shares originally authorized for issuance under the 2018 SICP, 2,100,000 additional shares approved by the Company’s stockholders, and 730,079 shares that have become available for grant under the 2018 SICP as a result of awards granted under a prior plan that were canceled, settled in cash or forfeited or that expired.  In addition, any shares subject to existing or future awards under the 2018 SICP or any prior plan that are canceled, expired, settled in cash, or not issued or forfeited for any reason (in whole or in part) become available for future grant under the 2018 SICP on a one-for-one basis.  As of March 31, 2025, of the 4,480,949 shares of Class A Common Stock the Company has determined are authorized for issuance under the 2018 SICP, 2,438,708 shares have been granted and issued, 1,427,703 shares are subject to outstanding awards granted under the 2018 SICP and 614,538 shares are available for future grants.

Our Board desires to amend the 2018 SICP to increase the shares authorized for issuance thereunder by 4,000,000 shares and has approved Amendment No. 1 to the 2018 SICP attached hereto as Appendix A (the “Plan Amendment”) to effect such increase.  Our Board believes that the approval of the Plan Amendment is necessary in order to allow us to continue to utilize equity awards to attract, retain, and motivate the services of key individuals essential to our long-term growth and financial success and to further align their interests with those of our stockholders.

If the Plan Amendment is approved by the Company’s stockholders at the Special Meeting, as of June 16,2025, or any adjournment or postponement thereof, the 2018 SICP would have a total of 8,480,949 shares authorized for issuance thereunder and 4,614,538 shares available for future grants with the number of shares available for future grants to be reduced by the number of shares that are subject to issuance pursuant to awards granted during the period commencing on April 1, 2025 and ending on the date Proposal 2 is approved by the Company’s stockholders (the “Interim Period”), and increased by the number of shares subject to awards granted under the 2018 SICP or any prior plan and existing on March 31, 2025, that are canceled, expired, settled in cash, or forfeited for any reason during the Interim Period.

Dilution

The table below represents our potential “overhang” based on the number of our shares of Class A Common Stock, stock options, and restricted stock units subject to outstanding awards under the 2018 SICP as of March 31, 2025, and our request for approval of 4,000,000 additional shares of Class A Common Stock to be authorized for issuance pursuant to the 2018 SICP. Our Board believes that the increase in shares of Class A Common Stock available under the 2018 SICP represents a reasonable amount of potential equity dilution, which will allow us to continue awarding equity incentives, an important component of our overall compensation program. Although the use of equity is an important part of our compensation program, we are mindful of our responsibility to our stockholders in granting equity awards.

(1) Overhang is calculated for purposes of this presentation as the number of shares of the type that are issued but subject to continued restriction (restricted stock), issuable upon exercise, or potentially issuable in the future under either restricted stock or option agreements divided by the 42,893,563 shares of Class A Common Stock outstanding at March 31, 2025.

(2) Our outstanding options have exercise prices between $1.28 and $3.02 per share of Class A Common Stock.

Plan Benefits

The issuance of any awards under the 2018 SICP, will be at the discretion of the SICP Committee (as defined below). Therefore, it is not possible to determine the amount or form of any award that will be granted to any individual in the future. The following table sets forth the awards that were previously granted under the Plan through March 31, 2025 (whether or not outstanding, vested, or forfeited, as applicable) to the persons or groups named below: