| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIGHTPATH TECHNOLOGIES INC [ LPTH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 01/05/2026 | X | 3,499,289 | A | $2.58 | 3,499,289 | I | See footnotes(1)(4) | ||
| Class A Common Stock | 01/05/2026 | S(1) | 770,321 | D | $11.72 | 2,728,968 | I | See footnotes(1)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | (2) | 12/31/2025 | D | 1,860,465 | (2) | (2) | Class A Common Stock | 1,860,465 | $2.15 | 0 | I | See footnotes(2)(3) | |||
| Class A Common Stock Purchase Warrants (Right to Buy) | $2.58 | 01/05/2026 | X | 3,499,289 | 02/18/2025 | 02/18/2031 | Class A Common Stock | 3,499,289 | $0 | 0 | I | See footnotes(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On January 5, 2026, North Run Strategic Opportunities Fund I, LP exercised a warrant to purchase 3,499,289 shares of the Issuer's Class A common stock for $2.58 per share. The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 770,321 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 2,728,968 shares. |
| 2. On February 18, 2025, the Issuer issued to North Run - Due North Partners, LP a senior secured promissory note (the "Promissory Note") with an initial principal amount of $4 million. Upon the occurrence of certain circumstances, North Run - Due North Partners, LP would receive 4,000 shares of Issuer's Series G Convertible Preferred Stock, which at issuance would be convertible into 1,860,465 shares of Common Stock. The Promissory Note became payable on March 3, 2025 and did not have an expiration date. The Promissory Note was repaid in full by the Issuer on December 31, 2025. |
| 3. The reported securities were directly held by North Run - Due North Partners, LP, and may have been deemed to be indirectly beneficially owned by North Run GP, LP as the general partner of North Run - Due North Partners, LP, and may have been deemed to be indirectly beneficially owned by North Run Advisors, LLC as the general partner of North Run GP, LP. The reported securities may have been deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of North Run Strategic Opportunities Fund I GP, LLC. The reported securities may also have been deemed to be indirectly beneficially owned by Thomas B. Ellis, Todd B. Hammer and Michael Bosco as limited partners of North Run - Due North Partners, LP. |
| 4. The reported securities are directly held by North Run Strategic Opportunities Fund I, LP, and may be deemed to be indirectly beneficially owned by North Run Strategic Opportunities Fund I GP, LLC as the general partner of North Run Strategic Opportunities Fund I, LP. The reported securities may also be deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of North Run Strategic Opportunities Fund I GP, LLC. |
| /s/ North Run Strategic Opportunities Fund I, LP | 01/07/2026 | |
| /s/ North Run - Due North Partners, LP, By Thomas B. Ellis, Member | 01/07/2026 | |
| North Run GP, LP, By: /s/ Thomas B. Ellis, Member | 01/07/2026 | |
| North Run Advisors, LLC, By: /s/ Thomas B. Ellis, Member | 01/07/2026 | |
| /s/ Thomas B. Ellis | 01/07/2026 | |
| /s/ Todd B. Hammer | 01/07/2026 | |
| /s/ Michael Bosco | 01/07/2026 | |
| North Run Strategic Opportunities Fund I GP, LLC, By: /s/ Thomas B. Ellis, Member | 01/07/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||