LIGHTPATH TECHNOLOGIES INC (Form: 8-K, Received: 05/03/2016 11:30:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

April 28, 2016

Date of Report (Date of earliest event reported)

LIGHTPATH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-27548

86-0708398

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

2603 Challenger Tech Court, Suite 100

Orlando, Florida 32826

(Address of principal executive office, including zip code)

(407) 382-4003

(Registrant’s telephone number, including area code)

____________________________________________

(Former name or former address, if changed since last report)

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:

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

LightPath Technologies, Inc.

Form 8-K

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 28, 2016, the Board of Directors (the “Board”) of LightPath Technologies, Inc. (the “Company,” “we,” “us,” or “our”) appointed Craig Dunham to serve on the Board effective immediately. Mr. Dunham was appointed to fill a vacancy created by our Board to expand the size of our Board from seven to eight directors. Mr. Dunham will serve as a Class III director until our annual stockholders’ meeting proposed to be held in 2018, and until his successor is elected and qualified.

The Board affirmatively determined that Mr. Dunham qualifies as an independent director. Mr. Dunham has also been appointed to serve on the Audit Committee.

Mr. Dunham, age 60, previously served as a consultant to the Board beginning in May 2014 until his appointment to the Board in April 2016. Since March 2015, he has been an Operating Partner with a merger and acquisition advisory firm as well as doing business consulting. From May 2011 until March 2015, Mr. Dunham served as the Chief Executive Officer and Director of Applied Pulsed Power Inc., a pulsed power components and systems company near Ithaca, New York. From 2004 until 2011, Mr. Dunham was President, Chief Executive Officer and Director of Dynasil Corporation (NASDAQ: DYSL). He continues to be a Director at Dynasil and is a member of their audit committee. Prior to joining Dynasil, Mr. Dunham spent approximately one year partnering with a private equity group to pursue acquisitions of mid-market manufacturing companies. From 2000 to 2003, he was Vice President/General Manager of the Tubular Division at Kimble Glass Corporation. From 1979 to 2000, he held progressively increasing leadership responsibilities at Corning Incorporated (“Corning”) in manufacturing, engineering, commercial, and general management positions. At Corning, Mr. Dunham delivered results in various glass and ceramics businesses including optics and photonics businesses. Mr. Dunham earned a Bachelor of Science in Mechanical Engineering and a Master’s degree in Business Administration from Cornell University. Mr. Dunham’s expertise in executive leadership, financial, operations and management, business acumen, optics/photonics market knowledge, and knowledge of the acquisitions process, qualifies him for service as one of our directors.

There is no arrangement or understanding between Mr. Dunham and any other person pursuant to which Mr. Dunham was elected as one of our directors. We are not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission.

Mr. Dunham will be compensated for his service on our Board as generally described for all directors in our Proxy Statement for our 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on December 18, 2016.

A press release announcing Mr. Dunham’s appointment is attached hereto as Exhibit 99.1.

Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics

On April 28, 2016, the Board approved and adopted an amended and restated Code of Business Conduct and Ethics (the “Code of Ethics”), which applies to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The Code of Ethics consolidates the former Employee Code of Business Conduct and Ethics and the Code of Business Conduct and Ethics for Members of the Board of Directors. The amendments are intended to: (i) better conform the Code of Ethics to the requirements of Item 406 of Regulation S-K, NASDAQ Rule 5610, and current “best practices,” and (ii) improve the clarity and readability of the Code of Ethics.

The amendments include expansion or additions of certain sections of the Code of Ethics to: (i) provide additional guidance on the types of situations that may create conflicts of interests; (ii) revise the process for reporting potential conflicts of interest; (iii) provide additional guidance on the types of information that must be kept confidential; (iv) expand the obligation to protect and properly use our assets to include our proprietary information; (v) clarify the type of information that must be kept confidential; (vi) clarify the duty to promote full, fair, accurate, timely, and understandable disclosure; (vii) clarify the types of gifts that may be given or accepted; (viii) clarify the process for reporting violations or alleged violations of the Code of Ethics; (ix) authorize the Chairman of the Audit Committee to oversee all investigations of alleged violations of the Code of Ethics; (x) provide the Board with authority to take preventative or disciplinary action in the event of a violation of the Code of Ethics; and (xi) make certain other administrative and non-substantive amendments. The amendments to the Code of Ethics did not result in any explicit or implicit waiver of any provision of the Code of Ethics in effect prior to the amendments. The description of the Code of Ethics is a summary and is qualified in its entirety by reference to the Code of Ethics, a copy of which is attached hereto as Exhibit 14.1 and incorporated herein by reference. The Code of Ethics will also be posted on our website at www.lightpath.com

The Board also approved and adopted an amended and restated Code of Business Conduct and Ethics for Senior Financial Officers (the “Senior Financial Officer Code”), which applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller, accounting manager, and persons performing similar functions (collectively, the “Senior Financial Officers”). The amendments are intended to (i) improve the clarity and readability of the Senior Financial Officer Code and (ii) better conform the Senior Financial Officer Code to current “best practices.”

The amendments include expansions or additions of certain sections of the Senior Financial Officer Code to: (i) specifically provide for the obligations of the Senior Financial Officers in performing their respective duties; (ii) clarify the situations requiring prompt disclosure to the Audit Committee; (iii) authorize the Chairman of the Audit Committee to oversee all investigations of alleged violations of the Senior Financial Officer Code; (iv) provide the Board with authority to take preventive or disciplinary action in the event of a violation of the Senior Financial Officer Code; and (v) make certain other administrative and non-substantive amendments. The amendments to the Senior Financial Officer Code did not result in any explicit or implicit waiver of any provision of the Senior Financial Officer Code in effect prior to the amendment. The description of the Senior Financial Officer Code is a summary and is qualified in its entirety by reference to the Senior Financial Officer Code, a copy of which is attached hereto as Exhibit 14.2 and incorporated herein by reference. The Senior Financial Officer Code will also be posted on our website at www.lightpath.com.

Item 8.01. Other Events

On April 28, 2016, the Board also approved and adopted (i) a Compensation Committee Charter (the “Compensation Committee Charter”), (ii) a Nominating and Corporate Governance Charter (the “Nominating Committee Charter”), and (iii) a Finance Committee Charter (the “Finance Committee Charter,” and, collectively with the Compensation Committee Charter, and the Nominating Committee Charter, the “Charters”). The approval and adoption of the Charters reflects our commitment to further enhance our corporate governance practices. Copies of the Compensation Committee Charter, Nominating Committee Charter, and Finance Committee Charter are attached hereto as Exhibits 99.2, 99.3, and 99.4, respectively, and are incorporated herein by reference. Copies will also be posted on our website at www.lightpath.com.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits	Description of Exhibits
14.1*	Code of Business Conduct and Ethics

14.2*	Code of Business Conduct and Ethics for Senior Financial Officers

99.1*	Press Release dated May 3, 2016

99.2*	Compensation Committee Charter

99.3*	Nominating and Corporate Governance Committee Charter

99.4*	Finance Committee Charter

____________

* Filed herewith

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.

Dated: May 3, 2016	By:	/s/ Dorothy M. Cipolla
		Dorothy M. Cipolla, CFO

LightPath Technologies, Inc. 8-K

Exhibit 14.1

LIGHTPATH TECHNOLOGIES, INC.

Code of Business Conduct and Ethics

LightPath Technologies, Inc. (the “Company”) is committed to conducting its business in compliance with all applicable laws, rules, and regulations and in accordance with the highest ethical standards. Accordingly, the Board of Directors has adopted this Code of Ethics and Business Conduct (this “Code”) in order to:

promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest;

promote full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;

promote compliance with applicable governmental laws, rules, and regulations;

promote the protection of Company assets, including corporate opportunities and confidential information;

promote fair dealing practices;

deter wrongdoing; and

ensure accountability for adherence to this Code.

1. Compliance . This Code applies to all employees, officers, and directors of the Company. Compliance with this Code is, first and foremost, the individual responsibility of each employee, officer, and director. All employees, officers, and directors are required to be familiar with this Code, comply with its provisions, and report any suspected violations in accordance with the procedures set forth in this Code.

2. Conflicts of Interest . In carrying out their responsibilities, all employees, officers, and directors have a duty to always act in the best interests of the Company and its stockholders. An employee, officer, or director may be unable to fulfill this duty if a conflict exists between his or her personal interests and the interests of the Company. Generally, a conflict of interest can arise whenever the personal interests of an employee, officer, or director (or the interest of one of their Family Members) interferes with, or even appears to interfere with, or is adverse to, or even appears to be adverse to, the interests of the Company. A conflict of interest can arise when an employee, officer, or director (or his or her Family Member) takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. A conflict of interest also arises when an employee, officer, or director (or his or her Family Member) receives improper personal benefits as a result of his or her position in the Company. For purposes of this Code, a “Family Member” means a person’s spouse, parents, children, siblings, whether by blood, marriage, or adoption, and anyone residing in such person’s home.

While it is not possible to list all of the situations that could present a conflict of interest, some examples include:

ownership of a material financial interest in any business or other enterprise that does business (whether as a supplier, customer, or otherwise), or is seeking to do business, with the Company;

serving as a director, officer, or partner of, or in any other managerial role with respect to, or as a consultant to, any business or other enterprise that does business (whether as a supplier, customer, or otherwise), or is seeking to do business, with the Company;

ownership of a material financial interest in, or serving as a director, officer, or partner of, or in any other managerial role with respect to, or as a consultant to, any competitor of the Company;

acting as a broker, finder, or other intermediary in any transaction involving the Company;

any situation where the employee, officer, or director will receive any payment of money, services, loan, guarantee, or any other personal benefits from within the Company or a third party in anticipation of or as a result of any transaction or business relationship between the Company and a third party;

ownership of a material financial interest in any business or other enterprise that does business (whether as a supplier, customer, or otherwise), or is seeking to do business, with any competitor of the Company; or

taking a public position or making public statements contrary to the best interests of the Company or that could result in embarrassment to the Company.

All employees and officers are encouraged to avoid relationships that have the potential for creating an actual or apparent conflict of interest. Employees and officers must be free of any conflict of interest whenever they act on behalf of the Company, including engaging in negotiations or recommending or approving a transaction, arrangement, or relationship with an existing or potential customer, supplier, lender, or investor. Any officer who has a conflict of interest with respect to any matter is required to make prompt and full disclosure of the matter to the Chief Executive Officer or, in the case of the Chief Executive Officer, to the Chairman of the Audit Committee. All other employees are required to make prompt and full disclosure of any conflict of interest to his or her immediate supervisor, who shall then make prompt and full disclosure of the matter to the Chief Executive Officer. No employee or officer is permitted to participate in any matter in which he or she has a conflict of interest unless authorized by an appropriate Company official and under circumstances that are designed to protect the interests of the Company and its stockholders and avoid any appearance of impropriety.

Directors are required to disclose any conflict of interest to the Chairman of the Audit Committee and to refrain from voting on any matter(s) in which they have a conflict of interest.

Any other employee who has a question as to whether a situation or relationship might constitute a conflict of interest is required to consult with his or her immediate supervisor, who should then consult with the Chief Executive Officer. Any officer who has a question as to whether a given situation or relationship might represent a conflict of interest is required to consult with the Chief Executive Officer. Any director who has a question as to whether a situation or relationship might constitute a conflict of interest is required to consult with the Chairman of the Audit Committee.

3. Honest and Ethical Conduct . The Company’s policy is to promote high standards of integrity by conducting its affairs honestly and ethically. Each employee, officer, and director must act with integrity and observe the highest ethical standards of business conduct in his or her dealings with the Company’s customers, suppliers, partners, service providers, competitors, employees, and anyone else with whom he or she has contact in the course of his or her employment with, or service to, the Company.

4. Corporate Opportunities . All employees, officers, and directors owe a duty to the Company to advance its interests when the opportunity arises. Without the prior consent of the Board of Directors, employees, officers, and directors are prohibited from: (a) taking for themselves personally (or for the benefit of friends or Family Members) opportunities that are discovered through the use of Company assets, property, information, or through their position with the Company; (b) using Company assets, property, information, or position for personal gain; or (c) engaging in any business in competition with the Company.

5. Confidentiality . Employees, officers, and directors are required to maintain the confidentiality of, and not use for personal benefit, confidential information entrusted to them by the Company, by its customers, suppliers, or partners, or otherwise acquired in the course of their employment by, or service to, the Company, except when disclosure is expressly authorized or is required or permitted by law. Confidential information includes all information protected by law or by an agreement between the Company and a third party, as well as other non-public information that, if disclosed, might be harmful to the Company or useful to competitors, including, but not limited to:

trade secrets and other proprietary technical information or data;

undisclosed financial and accounting information;

strategic information concerning current and future business plans;

pricing information;

customer records;

employee personnel records (e.g., job applications, resumes, performance evaluations and records, compensation information, notices regarding performance, termination notices, etc.); and

research information and records.

6. Protection and Proper Use of Company Assets . Proper protection and use of Company assets is the responsibility of each employee, officer, and director. Employees, officers, and directors are required to promote the efficient use of Company assets and to take appropriate security measures to safeguard physical property and other assets against unauthorized use or removal, as well as against loss by wrongful acts or negligence. Employees, officers, and directors may use Company property only for legitimate business purposes or as authorized by the Chairman of the Board of Directors or the Chairman of the Audit Committee. The obligation to protect Company assets includes the Company’s proprietary information. Proprietary information includes, but is not limited to, intellectual property, such as trade secrets, patents, trademarks, and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs, databases, records, and any non-public financial data or reports.

7. Fair Dealing . Each employee, officer, and director must deal fairly with the Company’s directors, employees, customers, suppliers, partners, service providers, competitors, and anyone else with whom he or she has contact in the course of his or her employment with, or service, to the Company. No employee, officer, or director may take unfair advantage of any such persons through manipulation, concealment, abuse of privileged information, misrepresentation of facts, or any other unfair dealing practices.

8. Compliance . Each employee, officer, and director is expected to understand and comply with both the letter and spirit of all applicable laws, rules, and regulations and with all Company policies and procedures that apply to matters for which he or she is responsible. Any employee, officer, or director who is uncertain as to the meaning or interpretation of any law, rule, regulation, policy, or procedure, or its application to his or her responsibilities, is expected to seek advice from a supervisor, manager, or other appropriate Company official, in the case of an employee or officer, or from the Chairman of the Audit Committee, in the case of a director.

9. Insider Trading . No employee, officer, or director may purchase or sell any Company securities while in possession of material non-public information regarding the Company, nor may any employee, officer, or director purchase or sell another company’s securities while in possession of material non-public information regarding that company. All employees, officers, and directors are required to adhere to the Company’s policy entitled Guide for Trading in Securities by Employees, Officers, and Directors, which governs trading by employees, officers, and directors in the Company’s stock.

10. Disclosure .

(a)

Obligations of the Company . As a public company, the Company has a responsibility to report financial information to security holders so that they are provided with accurate information in all material respects about the Company’s financial condition and results of operations. It is the Company’s policy to fully and fairly disclose the financial condition of the Company in compliance with applicable accounting principles, laws, rules, and regulations. Further, it is the Company’s policy to promote full, fair, accurate, timely, and understandable disclosure in all of the Company’s reports required to be filed with or submitted to the SEC, as required by applicable laws, rules, and regulations then in effect, and in other public communications made by the Company.

(b)

Obligations of Employees, Officers, and Directors. All books and records of the Company shall fully and fairly reflect all Company transactions in accordance with accounting principles generally accepted in the United States of America, and any other financial reporting or accounting regulations to which the Company is subject. Each employee, officer, and director who contributes in any way to the preparation or verification of the Company’s financial statements and other financial information must (i) ensure that the Company’s books, records, and accounts are accurately maintained, (ii) cooperate fully with the Company’s accounting and internal audit departments, as well as the Company’s independent public accountants and legal counsel, and (iii) take all necessary steps to ensure that all filings with the SEC and all other public communications about the financial and business condition of the Company provide full, fair, accurate, timely, and understandable disclosure.

(c)

Disclosure Controls and Internal Controls Over Financial Reporting. Each employee, officer, and director who is involved in the Company’s disclosure process must be familiar with and comply with the Company’s disclosure controls and procedures and its internal control over financial reporting.

11. Gifts .

(a)

Improper Payments and Gifts to Third Parties . Except for permitted gifts (as described below), neither the Company nor any employee, officer, or director shall, either directly or indirectly, authorize or make any payment or gift of money or any other thing of value (including materials, equipment, facilities, or services) to any (i) current or prospective customer, supplier, or competitor of the Company or to government officials or (ii) any director, officer, employee, partner, stockholder, or owner of a current or prospective customer, supplier, or competitor, if the purpose of the payment or the gift is to induce the current or prospective customer, supplier, competitor, or government official improperly to grant or convey any benefit to, or forgo any claim against, the Company or any of its employees, officers, or directors, or otherwise to influence a business or other decision of the current or prospective customer, supplier, competitor, or government official.

(b)

Permitted Gifts . An employee, officer, or director may make gifts, generally in the form of meals, entertainment, or specialty advertising items to the Company’s customers, suppliers, or other third parties engaged, or that may become engaged, in business with the Company if the gift meets all of the following criteria: (i) it is consistent with customary business practices; (ii) it is not for an improper purpose; (iii) it is not in contravention of any applicable laws, rules, regulations, or ethical standards; and (iv) public disclosure of the full details of the gift would not cause embarrassment to the Company.

(c)

Acceptance of Gifts or Other Personal Benefits . No employee, officer, or director shall solicit from any supplier, customer, or other person doing business, or seeking to do business, with the Company any gift of money, products, or services, gratuity, loans, or guarantees, or other personal benefits of any kind. An employee, officer, or director, including their Family Members, may accept an unsolicited gift or gratuity of nominal value or reasonable business entertainment (including recreation and attendance of sporting or cultural events) if the gift or gratuity meets all of the following criteria: (i) it does not go beyond common courtesies usually associated with accepted business practices; (ii) it does not interfere with the recipient’s independence or judgment in carrying out his or her responsibilities on behalf of the Company; and (iii) public disclosure of the full details of the gift or gratuity would not cause embarrassment to the Company. Any gifts or gratuities that do not meet these requirements must to the extent possible be returned.

12. Where to Find This Code . A copy of this Code shall be furnished to each employee, officer, and director of the Company and shall be posted on the Company’s website.

13. Reporting Violations . Any employee, officer, and director who has knowledge of a violation by any employee, officer, or director of any law, rule, or regulation or of this Code, or suspects that such a violation has occurred, is required to report the matter to the Chairman of the Audit Committee or the Chairman of the Board of Directors. All valid concerns will be investigated under the direction of the Chairman of the Audit Committee.

The Company will make every effort, within the limits allowed by law, to keep confidential the identity of anyone requesting guidance or reporting a violation or suspected violation; however, it may not be possible to maintain such confidentiality of the reported person or the reported information if (a) disclosure is necessary to enable the Company or law enforcement officials to investigate the matter; (b) disclosure is required by law; or (c) the person accused of a violation is entitled to the information as a matter of legal right. All employees, officers, and directors are expected to cooperate, to the extent requested, in any investigation of any violation of any law, rule or regulation or this Code.

14. Prohibition on Retaliation . No adverse action will be taken against any person who in good faith reports a violation, or a suspected violation, by the Company, or any employee, officer, or director of any law, rule, or regulation or this Code. Any such retaliation is also a violation of this Code and will be grounds for disciplinary action against the person or persons who engage in retaliation. Any employee, officer, or director who believes that he or she has been retaliated against may file a complaint with the Chairman of the Audit Committee, who shall be responsible for overseeing the investigation of the matter.

15. Enforcement of this Code . If, after investigating a report of an alleged violation of any law, rule, or regulation, or this Code, the Audit Committee determines that a violation of this Code has occurred, the Audit Committee shall report such determination to the Board of Directors. Upon receipt of a determination that there has been a violation of this Code, the Board of Directors will take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reprimand, probation, suspension, reduction in salary, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

16. Amendments and Waivers . The Board of Directors must approve any amendment to this Code. Any waiver of this Code requires the approval of the Board of Directors, and, in the case of an officer or director, must be promptly disclosed to the Company’s stockholders within four (4) business days of such determination in accordance with the rules of the SEC and NASDAQ.

Adopted by the Board of Directors on April 28, 2016.

Acknowledgement of Receipt and Review

I, __________________________, acknowledge that I have received and read a copy of LightPath Technologies, Inc. Code of Business Conduct and Ethics (the “Code”). I understand the contents of the Code and I agree to comply with the policies and procedures set out in the Code.

I understand that I should approach the appropriate person as specified in the Code if I have any questions about the Code generally or any questions about reporting a suspected conflict of interest or other violation of the Code.


	Name:
	Date:

LightPath Technologies, Inc. 8-K

Exhibit 14.2

LIGHTPATH TECHNOLOGIES, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

FOR SENIOR FINANCIAL OFFICERS

This Code of Business Conduct and Ethics for Senior Financial Officers (this “Code”) has been adopted by the Board of Directors of LightPath Technologies, Inc. (the “Company”) to promote honest and ethical conduct, accurate and timely disclosure of financial information in the Company filings with the Securities and Exchange Commission (the “SEC”), and compliance with all applicable laws, rules, and regulations.

The Company expects all of its employees to carry out their responsibilities in accordance with the highest standards of personal and professional integrity and to abide by the provisions of the Company’s Code of Business Conduct and Ethics and all other policies and procedures that may be adopted by the Company from time to time governing the conduct of its employees. This Code supplements the Company’s Code of Business Conduct and Ethics as it relates to the activities of the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), principal accounting officer, Controller, Accounting Manager, and persons performing similar functions (collectively, the “Senior Financial Officers”).

Each Senior Financial Officer when performing his or her duties must:

Maintain high standards of honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Take reasonable actions within the scope of his or her responsibilities to ensure that the disclosures in reports and documents filed by the Company with the SEC and in other public communications made by the Company are full, fair, accurate, timely, and understandable.

Comply with applicable laws, rules, and regulations.

Act at all times in good faith, responsibly, with due care, and diligence in carrying out his or her responsibilities.

Maintain the confidentiality of confidential financial or other information acquired in the course of employment, except when disclosure is properly authorized or is required by applicable law or legal process, and not use any such confidential information for personal advantage.

Not take any action to coerce, manipulate, mislead, or fraudulently influence an independent accountant or internal auditor engaged in the performance of an audit or review of the Company’s financial statements or accounting books and records, with the purpose of rendering the financial statements false or misleading.

Promptly bring to the attention of the Audit Committee any information he or she may have concerning:

significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data;

any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls;

inaccurate disclosures made by the Company in its filings with the SEC or any other public communications;

violations of the Company’s Code of Business Conduct and Ethics or this Code; or

evidence of a material violation of the any securities or other laws, rules, or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof.

The Audit Committee shall be responsible for overseeing compliance with this Code and shall direct the investigation of any alleged violation and report its findings, including any recommended action, to the Board of Directors. Upon receipt of a determination that there has been a violation of this Code, the Board of Directors shall take such preventative or disciplinary action as it deems appropriate, including, but not limited to, reprimand, probation, suspension, reduction in salary, reassignment, demotion, dismissal and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities. In determining what action is appropriate in a particular case, the Board of Directors shall take into account all relevant information, including, without limitation, the Audit Committee’s recommendation, if any, the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question was advised prior to the violation as to the proper course of action, and whether the individual in question previously committed other violations.

Any amendments to or waivers of this Code requires the approval of the Board of Directors. The Company will promptly disclose the nature of such amendment or waiver to the Company’s stockholders within four business days of such amendment or waiver in accordance with the rules of the SEC and NASDAQ.

Approved by the Board of Directors on April 28, 2016.

LightPath Technologies, Inc. 8-K

Exhibit 99.1

For Immediate Release

LightPath Technologies Announces Addition of New Director to Board

Craig Dunham, Experienced Photonics Executive, Joins Board of Directors

ORLANDO, FL – May 3, 2016 --LightPath Technologies, Inc. (NASDAQ: LPTH) (“LightPath,” the “Company,” or “we”), a leading vertically integrated global manufacturer, distributor and integrator of proprietary optical components and high-level assemblies, today announced it has appointed Mr. Craig Dunham to its Board of Directors (the “Board”), effective April 28, 2016. An experienced photonics executive, Mr. Dunham will also serve on LightPath’s audit committee. Mr. Dunham will fill a vacancy created by the Board when it expanded its size from seven to eight directors. With the addition of Mr. Dunham, the Company’s Board will have eight directors, seven of whom are independent as defined by the NASDAQ Listing Rules.

In his role as the former Chief Executive Officer of Dynasil Corporation, Mr. Dunham led the company in growing its revenue from $2 million to $43 million over a 6-year period. Mr. Dunham also has significant optical business experience. While at Dynasil Corporation and Corning Incorporated, Mr. Dunham led or was a key member of the teams that completed eight successful photonics acquisitions, demonstrating his successful track record in executing and integrating acquisitions.

Bob Ripp, Chairman of LightPath’s Board of Directors, stated; “I am pleased that Mr. Dunham will join our Board. LightPath is strategically positioned to accelerate sales growth and improve financial returns and cash flow generation. I am impressed with Mr. Dunham’s experience and knowledge of the photonics market, and believe he will be very beneficial in discussions to implement actions to achieve enhanced results.”

Jim Gaynor, President and Chief Executive Officer of LightPath, commented, “We are delighted to welcome Mr. Dunham to our Board. We will benefit from his experience in optics and M&A transactions. As LightPath’s CEO, I am fortunate to have direct access to people of his caliber and believe he will strengthen an already strong Board.”

Mr. Dunham stated, “I am excited to join LightPath’s Board. As I have worked with the Board and management over the last two years as a consultant to the Board, I have come to appreciate the team and the potential of LightPath.”

About LightPath Technologies:

LightPath Technologies, Inc. (NASDAQ: LPTH) provides optics and photonics solutions for the industrial, defense, telecommunications, testing and measurement, and medical industries. LightPath designs, manufactures, and distributes optical and infrared components including molded glass aspheric lenses and assemblies, infrared lenses and thermal imaging assemblies, fused fiber collimators, and gradient index GRADIUM® lenses. LightPath also offers custom optical assemblies, including full engineering design support. For more information, visit www.lightpath.com .

This news release includes statements that constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to expand our presence in certain markets, future sales growth, continuing reductions in cash usage and implementation of new distribution channels. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed by LightPath Technologies, Inc. in its public filings with the Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

###

Company Contact:

Jim Gaynor

President & CEO

jgaynor@lightpath.com

407-382-4003 x377

Investor Contact:

Jordan Darrow

Darrow Associates, Inc.

jdarrow@darrowir.com

631-367-1866

LightPath Technologies, Inc. 8-K

Exhibit 99.2

LIGHTPATH TECHNOLOGIES, INC.

COMPENSATION COMMITTEE CHARTER

PURPOSE

The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of LightPath Technologies, Inc. (the “Company”) is to discharge the responsibilities of the Board relating to compensation of the Company’s executives and directors, to produce an annual report on executive compensation for inclusion in the Company’s proxy statement, if and as required by the rules of the Securities and Exchange Commission, and to oversee and advise the Board on the adoption of policies that govern the Company’s compensation programs, including stock and benefit plans.

MEMBERSHIP

The Committee shall consist of at least three directors, each of whom shall be: (a) an “independent director” in accordance with NASDAQ Rule 5605(a)(2); (b) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (c) an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. The Committee members shall be appointed by the Board based on recommendations from the Nominating and Corporate Governance Committee. The Committee members shall be appointed for one-year terms and shall serve for such term or terms as the Board may determine or until earlier removal, resignation, or death. The Board may remove any Committee member at any time with or without cause.

STRUCTURE AND OPERATIONS

The Nominating and Corporate Governance Committee will recommend the members and Chairperson of the Committee, which shall them be approved by the Board. The Committee shall meet at least two times a year at such times and places as it deems necessary to fulfill its responsibilities. Additional meetings may occur as a majority of the Committee members or its Chairperson deems advisable. The Committee shall cause adequate minutes of all its proceedings to be kept, and shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings in person or by telephone or other similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

The Committee may invite such members of management to its meetings as it deems appropriate. However, the Committee shall meet regularly without such members present, and in all cases the Chief Executive Officer and any other such officers shall not be present at meetings at which their compensation or performance is discussed or determined.

AUTHORITY

The Committee shall have the resources and authority necessary to discharge its duties and responsibilities. The Committee shall have the authority to form and delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees or to one or more designated members of the Committee, as the Committee may deem appropriate in its sole discretion.

DUTIES AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities:

To review the competitiveness of the Company’s executive compensation programs to ensure: (a) the attraction and retention of corporate officers; (b) the motivation of corporate officers to achieve the Company’s business objectives; and (c) the alignment of the interests of key leadership with the long-term interests of the Company’s stockholders;

To review trends in management compensation, oversee the development of new compensation plans, and, when necessary, approve the revision of existing plans;

To review and approve annually the corporate goals and objectives applicable to the compensation of the chief executive officer (“CEO”), evaluate at least annually the CEO’s performance in light of these corporate goals and objectives, and determine and approve the CEO’s compensation based on this evaluation. In evaluating and determining CEO compensation, the Committee shall consider the results of the most recent stockholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the Exchange Act. The CEO cannot be present during deliberations or voting by the Committee on his or her compensation;

To oversee an evaluation of the performance of the Company’s other executive officers and approve the annual compensation, including salary, bonus, incentive, and equity compensation, for such executive officers;

To review and make recommendations to the Board regarding the compensation of all other executive officers. In evaluating and making recommendations regarding executive compensation, the Committee shall consider the results of the most recent Say on Pay Vote;

To review director compensation and benefits for service on the Board and its committees at least once a year and to recommend any changes to the Board as necessary;

To review and make recommendations to the Board regarding any employment agreements and any severance arrangements or plans, including any benefits to be provided in connection with a change in control, for the CEO and other executive officers, which includes the ability to adopt, amend, and terminate such agreements, arrangements, or plans;

To evaluate whether stock ownership guidelines for the CEO and other executive officers is advisable and in the best interests of the Company and its stockholders, and, if so, determine stock ownership guidelines for the CEO and other executive officers and monitor compliance with any such guidelines;

To review, and make recommendations to the Board regarding, all employee benefit plans for the Company, which includes the ability to adopt, amend, and terminate such plans;

10.

To review, and make recommendations to the Board for approval, compensation packages for new corporate officers and termination packages for corporate officers as requested by management;

11.

To review, and make recommendations to the Board, regarding incentive compensation plans and equity-based plans, and where appropriate or required, recommend for approval by the stockholders of the Company, which includes the ability to adopt, amend, and terminate such plans. The Committee shall also have the authority to administer the Company’s incentive compensation plans and equity-based plans, including designation of the employees to whom the awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan. In reviewing and making recommendations regarding incentive compensation plans and equity-based plans, including whether to adopt, amend, or terminate any such plans, the Committee shall consider the results of the most recent Say on Pay Vote;

12.

To review periodic reports from management on matters relating to the Company’s personnel appointments and practices;

13.

To review and discuss with management the Company’s Compensation Discussion and Analysis (“CD&A”), if and as required by the rules of the Securities and Exchange Commission, and the related executive compensation information, recommend that the CD&A and related executive compensation information be included in the Company’s Annual Report on Form 10-K and proxy statement, and produce an annual report of the Committee on executive compensation for the Company’s annual proxy statement, if and as required by the applicable Securities and Exchange Commission rules and regulations and relevant listing authority. The Committee shall not be required to fulfill these responsibilities if the Company is not required to include the CD&A and Committee report in the Company’s proxy statement or Annual Report on Form 10-K;

14.

To review the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk;

15.

To review and recommend to the Board for approval the frequency with which the Company will conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory vote on the frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on Pay Vote to be included in the Company’s proxy statement;

16.

To oversee, in conjunction with the Board, engagement with stockholders and proxy advisory firms on executive compensation matters;

17.

To review this Charter at least annually and recommend any proposed changes to the Board for approval; and

18.

To evaluate whether any compensation consultant retained or to be retained by the Committee has any conflict of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.

Adopted by the Board of Directors on April 28, 2016.

LightPath Technologies, Inc. 8-K

Exhibit 99.3

LIGHTPATH TECHNOLOGIES, INC.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

PURPOSE

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of LightPath Technologies, Inc. (the “Company”), is to carry out the responsibilities delegated by the Board relating to the Company’s director nominations process and procedures, developing, maintaining, and monitoring compliance with the Company’s corporate governance policies, guidelines and activities.

MEMBERSHIP

The membership of the Committee shall consist of at least three directors, each of whom shall meet the independence requirements established by the Board, if any, and applicable laws, rules, and regulations of the Securities and Exchange Commission and NASDAQ.

The Committee members shall be appointed by the Board based on recommendations from this Committee. The Committee members shall be appointed for one-year terms and shall serve for such term or terms as the Board may determine or until earlier removal, resignation, or death. The Board may remove any Committee member at any time with or without cause.

STRUCTURE AND OPERATIONS

The Committee Chairperson shall be the independent Chairman of the Board, otherwise it will be the Lead Independent Director. The Committee shall meet at least twice a year at such times and places as it deems necessary to fulfill its responsibilities. Additional meetings may occur as a majority of the Committee members or its Chairperson deems advisable. The Committee shall cause to be kept adequate minutes of all its proceedings, and shall regularly report to the Board regarding its actions and activities and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

AUTHORITY

The Committee shall have the authority, in its sole discretion, to select, retain, and obtain the advice of professionals, including outside counsel, other advisors, and director search firms, as the Committee deems necessary to assist with the execution of its duties and responsibilities as set forth in this Charter. The Committee shall set the compensation and oversee the work of such professionals. The Committee shall receive appropriate funding from the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment of compensation to its professionals, including its search consultants, outside counsel, and any other advisors.

The Committee may form and delegate any of its responsibilities, along with the authority to take action in relation to such responsibilities, to one or more subcommittees or one or more designated Committee members, as the Committee deems appropriate in its sole discretion.

DUTIES AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities:

To determine the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the “Director Criteria”).

To identify, recruit, and screen candidates for the Board, consistent with criteria approved by the Board. The Committee shall consider any director candidates recommended by the Company’s stockholders pursuant to the procedures described in the Company’s proxy statement. The Committee shall also consider any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules, and regulations, and the provisions of the Company’s charter documents;

To make annual recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders, subject to approval by the Board;

To review the Board’s committee structure and composition and to make annual recommendations to the Board regarding the appointment of directors to serve as members of each committee of the Board (including this Committee);

To oversee the Company’s corporate governance practices and procedures, including identifying best practices [and monitor compliance with such practices and procedures];

To review and recommend to the Board for approval any changes to (i) the documents, policies, and procedures in the Company’s corporate governance framework, including the Company’s Certificate of Incorporation, Bylaws, and (ii) the charters of other Board committees after consultation with the respective committee chairpersons;

To develop, subject to approval by the Board, a process for an annual evaluation of the Board and its committees and to oversee the conduct of this annual evaluation in order to facilitate the directors’ fulfillment of their responsibilities in a manner that serves the interests of the Company’s stockholders;

To annually review the Board’s committee structure and composition and to make recommendations to the Board regarding the appointment of directors to serve as members of each committee and committee chairperson as needed;

If a vacancy on the Board and/or any Board committee occurs, to identify and make recommendations to the Board regarding the selection and approval of candidates to fill such vacancy either by stockholder election or appointment by the Board;

10.

To oversee a Company developed orientation program for new directors and a continuing education program for current directors, periodically review these programs, and update them as necessary;

11.

To develop and recommend to the Board for approval standards for determining whether a director has a relationship with the Company that would impair its independence;

12.

To review and discuss with management disclosure of the Company’s corporate governance practices, including information regarding the operations of the Committee and other Board committees, director independence, and the director nomination process, and to recommend that this disclosure be, included in the Company’s proxy statement or Annual Report on Form 10-K, as applicable; and

13.

To review and assess the adequacy of this Charter at least annually and recommend any proposed changes to the full Board for approval.

Adopted by the Board of Directors on April 28, 2016.

LightPath Technologies, Inc. 8-K

Exhibit 99.4

LIGHTPATH TECHNOLOGIES, INC.

FINANCE COMMITTEE CHARTER

PURPOSE

The purpose of the Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of LightPath Technologies, Inc. (the “Company”), is to carry out the responsibilities delegated by the Board relating to oversight of the Company’s financial management, including oversight of the Company’s strategic and transactional planning and activities, global financing and capital structure objectives and plans, insurance program, tax structure, and investment program and policies.

MEMBERSHIP

The Committee members shall be appointed for one-year terms and shall serve for such term or terms as the Board may determine or until earlier removal, resignation, or death. The Board may remove any Committee member at any time with or without cause.

STRUCTURE AND OPERATIONS

The Nominating and Corporate Governance Committee will recommend the members and Chairperson of the Committee, which shall them be approved by the Board. The Chairperson of the Committee, in consultation with the Committee members, shall determine the schedule and frequency of the Committee meetings. The Committee shall cause to be kept adequate minutes of all its proceedings, and shall regularly report to the Board regarding its actions and activities and make recommendations to the Board as appropriate. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board.

AUTHORITY

DUTIES AND RESPONSIBILITIES

The Committee shall have the following authority and responsibilities:

To review and approve management’s recommendations to the Board with respect to significant capital expenditures;

To review, approve, and monitor mergers, acquisitions, divestitures, joint ventures, minority investments, and other debt and equity investments, including overseeing the due diligence process;

To conduct a review of completed transactions for purposes of assessing the degree of success achieved;

To review and oversee management’s plans and objectives for the capitalization of the Company, including the structure and amount of debt and equity to meet the Company’s financing needs;

To review and approve management’s recommendations to the Board with respect to new offerings of debt and equity securities, stock splits, credit agreements (including material changes thereto), and the Company’s investment policies;

To review and approve management’s recommendations to the Board regarding dividends or stock splits;

To review and approve management’s recommendations to the Board regarding authorizations for repurchases of the Company’s common stock;

To review and approve management’s recommendations for the investment of excess cash, if any;

To review management’s decisions regarding certain financial aspects of the Company’s employee benefit plans;

10.

To review and oversee the Company’s tax strategies;

11.

To review with management the Company’s strategies for management of significant financial risks and contingent liabilities;

12.

To review the annual business plans from the perspective of cash flow, capital spending, and financing requirements;

13.

To review, and recommend to the Board for approval, authorization limits for the Committee and the Chief Executive Officer to approve expenditures; and

14.

To review this Charter on an annual basis and recommend any changes to the Board for approval.

Adopted by the Board of Directors on April 28, 2016