Item 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On January 12, 2023, LightPath Technologies, Inc. (the "Company") entered into a securities purchase agreement with each purchaser identified on the signature pages thereto (the "Purchase Agreement"), pursuant to which the Company agreed to issue and sell, in a public offering (the "Offering"), an aggregate of 9,090,910 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock") for a purchase price of $1.10 per share. The Offering is expected to close on or about January 17, 2023, subject to customary closing conditions.

The Shares of Common Stock were offered and sold pursuant to a prospectus, dated March 1, 2022, and a prospectus supplement, dated January 12, 2023, in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-262768).





Placement Agency Agreement

On January 12, 2023, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with A.G.P./Alliance Global Partners ("A.G.P."), pursuant to which A.G.P. agreed to serve as exclusive placement agent for the issuance and sale of the Shares of Common Stock. The Company has agreed to pay A.G.P. an aggregate cash fee equal to approximately 7.0% of the gross proceeds from the sale of 7,265,910 shares of Common Stock offered in this Offering, and equal to 3.5% of the gross proceeds from the sale of 1,825,000 shares of our Common Stock offered in this Offering. Pursuant to the Placement Agency Agreement, the Company also agreed to pay A.G.P. $65,000, as well as non-accountable expenses equal to $15,000. The Placement Agency Agreement has indemnity and other customary provisions for transactions of this nature. A copy of the Placement Agency Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

The foregoing description of the Purchase Agreement and the Placement Agency Agreement are not complete and are qualified in their entirety by references to the full text of the Form of Purchase Agreement and the Placement Agency Agreement, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.

A copy of the opinion of Baker & Hostetler, LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.




Item 8.01. Other Events.

On February 15, 2022, the Company entered into a Sales Agreement (the "Sales Agreement") with A.G.P., as sales agent, pursuant to which the Company may offer and sell, from time to time, through A.G.P. shares of its Class A Common Stock having an aggregate offering price of up to $25.2 million. The Company filed on March 1, 2022 a prospectus supplement (the "Prospectus Supplement") to the prospectus included in its effective registration statement on Form S-3 (File No. 333-262768) with respect to offers and sales of common stock pursuant to the Agreement. To date, the Company has sold no shares of common stock pursuant to the Agreement. On January 12, 2023, the Company filed a Prospectus Supplement to supplement and amend, as of January 11, 2023, the Prospectus to reduce the maximum aggregate offering price of Shares of Class A Common Stock that may be offered, issued and sold under the Sales Agreement. Accordingly, the Company may offer and sell Shares of Class A Common Stock having a maximum aggregate offering price of up to $1,900,000 from time to time through the Agent, acting as the Company's sales agent or principal in accordance with the Sales Agreement.






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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

  5.1           Opinion of Baker & Hostetler, LLP

                Form of Securities Purchase Agreement, dated as of January 12,
  10.1        2023, between the Company and each purchaser named in the signature
              pages thereto

  23.1          Consent of Baker & Hostetler, LLP (included in Exhibit 5.1)

  99.1          Placement Agency Agreement, dated as of January 12, 2023, between
              the Company and A.G.P./Alliance Global Partners

  99.2          Press Release issued January 11, 2023 (furnished pursuant to Item
              8.01)

  99.3          Press Release issued January 12, 2023 (furnished pursuant to Item
              8.01)

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).





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