UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 21, 2025 (
Date of Report (Date of earliest event reported)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providing pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
This Amendment on Form 8-K/A is being filed by LightPath Technologies, Inc. (the “Company”) to amend its current report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2025 (the “Original Report”), which was amended on May 2, 2025 (the “Amended Report”), for the purpose of filing the unaudited pro forma condensed combined statement of operations for the year ended June 30, 2025, after giving effect to the acquisition of G5 Infrared, LLC ("G5 Infrared") on February 18, 2025 (the "Transaction").
As previously disclosed, the Company entered into a Membership Interest Purchase Agreement, dated as of February 13, 2025 (the “Membership Interest Purchase Agreement”), by and among the Company, G5 Infrared, the members of G5 Infrared (the “Sellers”), and Kenneth R. Greenslade, solely in his capacity as Sellers’ Representative, pursuant to which the Company has agreed to acquire from the Sellers all of the issued and outstanding membership interests of G5 Infrared (the “Transaction”). On February 18, 2025, the Company completed the Transaction (the “Closing Date”).
Item 9.01 Financial Statements and Exhibits.
(a) Pro Forma Financial Information.
The unaudited pro forma consolidated statements of operations of LightPath Technologies, Inc. for the fiscal year ended June 30, 2025, giving effect to the Transaction, are attached hereto as Exhibit 99.1.
(d) Exhibits.
Exhibit No. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized.
| LIGHTPATH TECHNOLOGIES, INC. |
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Dated: November 21, 2025 | By: | /s/ Albert Miranda |
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| Albert Miranda, Chief Financial Officer |
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