DELAWARE
|
|
86-0708398
|
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
Large
accelerated filer ☐
|
Accelerated filer
☐
|
Non-accelerated
filer ☐ (Do not check if a smaller reporting
company)
|
Smaller reporting
company ☒
|
Emerging growth
company ☐
|
|
Item
|
|
Page
|
|
|
|
Part I
|
Financial Information
|
|
|
|
|
Item 1
|
Financial
Statements
|
|
|
3
|
|
|
4
|
|
|
5
|
|
|
6
|
|
|
7
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Item
2
|
25
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|
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27
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30
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35
|
|
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36
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36
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Item
4
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38
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Part II
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Other Information
|
|
|
|
|
Item
1
|
38
|
|
Item
2
|
38
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|
Item
3
|
38
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Item
4
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38
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Item
5
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38
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Item
6
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38
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41
|
Item 1. Financial Statements
|
|
|
LIGHTPATH TECHNOLOGIES, INC.
|
||
Consolidated
B
alance
Sheets
|
||
(unaudited)
|
||
|
|
|
|
March 31,
|
June 30,
|
Assets
|
2018
|
2017
|
Current assets:
|
|
|
Cash and cash equivalents
|
$
6,388,164
|
$
8,085,015
|
Trade accounts receivable, net of allowance of $19,358 and
$7,356
|
5,672,071
|
5,890,113
|
Inventories, net
|
6,409,118
|
5,074,576
|
Other receivables
|
59,375
|
29,202
|
Prepaid expenses and other assets
|
1,043,603
|
641,469
|
Total current assets
|
19,572,331
|
19,720,375
|
|
|
|
Property and equipment, net
|
12,322,111
|
10,324,558
|
Intangible assets, net
|
9,387,240
|
10,375,053
|
Goodwill
|
5,854,905
|
5,854,905
|
Deferred tax assets, net
|
285,000
|
285,000
|
Other assets
|
137,084
|
112,323
|
Total assets
|
$
47,558,671
|
$
46,672,214
|
Liabilities and Stockholders’ Equity
|
|
|
Current liabilities:
|
|
|
Accounts payable
|
$
2,039,090
|
$
1,536,121
|
Accrued liabilities
|
514,479
|
966,929
|
Accrued payroll and benefits
|
1,113,840
|
1,896,530
|
Loans payable, current portion
|
1,458,800
|
1,111,500
|
Capital lease obligation, current portion
|
219,688
|
239,332
|
Total current liabilities
|
5,345,897
|
5,750,412
|
|
|
|
Capital lease obligation, less current portion
|
271,175
|
142,101
|
Deferred rent
|
400,605
|
458,839
|
Deferred tax liabilities
|
-
|
182,349
|
Warrant liability
|
-
|
490,500
|
Loans payable, less current portion
|
5,479,565
|
9,926,844
|
Total liabilities
|
11,497,242
|
16,951,045
|
|
|
|
Stockholders’ equity:
|
|
|
Preferred stock: Series D, $.01 par value, voting;
|
|
|
500,000 shares authorized; none issued and outstanding
|
—
|
—
|
Common stock: Class A, $.01 par value, voting;
|
|
|
44,500,000 shares authorized; 25,730,544 and
24,215,733
|
|
|
shares issued and outstanding
|
257,305
|
242,157
|
Additional paid-in capital
|
229,749,154
|
225,492,252
|
Accumulated other comprehensive income
|
496,282
|
295,396
|
Accumulated deficit
|
(194,441,312
)
|
(196,308,636
)
|
Total stockholders’ equity
|
36,061,429
|
29,721,169
|
Total liabilities and stockholders’ equity
|
$
47,558,671
|
$
46,672,214
|
|
|
|
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
|
LIGHTPATH TECHNOLOGIES, INC.
|
||||
Consolidated Statements of
C
omprehensive Income
|
||||
(unaudited)
|
||||
|
|
|
|
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
March 31,
|
March 31,
|
March 31,
|
March 31,
|
|
2018
|
2017
|
2018
|
2017
|
Revenue, net
|
$
8,503,628
|
$
8,490,042
|
24,437,094
|
19,360,109
|
Cost of sales
|
5,211,602
|
4,267,318
|
14,344,015
|
9,007,180
|
Gross margin
|
3,292,026
|
4,222,724
|
10,093,079
|
10,352,929
|
Operating expenses:
|
|
|
|
|
Selling, general and administrative
|
2,362,578
|
2,329,762
|
7,054,996
|
6,190,705
|
New product development
|
384,380
|
308,394
|
1,178,849
|
853,939
|
Amortization of intangibles
|
329,270
|
304,809
|
987,812
|
304,809
|
Loss on disposal of property and equipment
|
—
|
—
|
3,315
|
—
|
Total operating costs and expenses
|
3,076,228
|
2,942,965
|
9,224,972
|
7,349,453
|
Operating income
|
215,798
|
1,279,759
|
868,107
|
3,003,476
|
Other income (expense):
|
|
|
|
|
Interest expense
|
(118,890
)
|
(154,639
)
|
(434,671
)
|
(167,832
)
|
Interest expense - debt costs
|
461,686
|
(38,338
)
|
382,459
|
(38,338
)
|
Change in fair value of warrant liability
|
-
|
(748,169
)
|
(194,632
)
|
(457,784
)
|
Other income (expense), net
|
484,531
|
27,985
|
927,383
|
(228,935
)
|
Total other income (expense), net
|
827,327
|
(913,161
)
|
680,539
|
(892,889
)
|
Income before income taxes
|
1,043,125
|
366,598
|
1,548,646
|
2,110,587
|
Provision for income taxes
|
(183,154
)
|
265,774
|
(318,678
)
|
771,600
|
Net income
|
$
1,226,279
|
$
100,824
|
$
1,867,324
|
$
1,338,987
|
Foreign currency translation adjustment
|
77,477
|
38,636
|
200,886
|
113,818
|
Comprehensive income
|
$
1,303,756
|
$
139,460
|
$
2,068,210
|
$
1,452,805
|
Earnings per common share (basic)
|
$
0.05
|
$
0.00
|
$
0.08
|
$
0.07
|
Number of shares used in per share calculation (basic)
|
25,546,512
|
23,818,136
|
24,763,458
|
18,621,072
|
Earnings per common share (diluted)
|
$
0.04
|
$
0.00
|
$
0.07
|
$
0.07
|
Number of shares used in per share calculation
(diluted)
|
27,281,010
|
25,628,703
|
26,618,956
|
20,145,976
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
|
|
LIGHTPATH TECHNOLOGIES, INC.
|
||||||
Consolidated Statement of
S
tockholders' Equity
|
||||||
Nine Months Ended March 31, 2018
|
||||||
(unaudited)
|
||||||
|
|
|
|
Accumulated
|
|
|
|
Class A
|
|
Additional
|
Other
|
|
Total
|
|
Common Stock
|
|
Paid-in
|
Comphrehensive
|
Accumulated
|
Stockholders’
|
|
Shares
|
Amount
|
Capital
|
Income
|
Deficit
|
Equity
|
Balances at
June 30, 2017
|
24,215,733
|
$
242,157
|
$
225,492,252
|
$
295,396
|
$
(196,308,636
)
|
$
29,721,169
|
Issuance of
common stock for:
|
|
|
|
|
|
|
Exercise of
warrants
|
433,810
|
4,338
|
529,980
|
—
|
—
|
534,318
|
Employee Stock
Purchase Plan
|
19,980
|
200
|
48,391
|
—
|
—
|
48,591
|
Exercise of
stock options
|
93,813
|
938
|
193,212
|
—
|
—
|
194,150
|
Satisfaction
of Sellers Note
|
967,208
|
9,672
|
2,237,392
|
|
|
2,247,064
|
Reclassification
of warrant liability upon exercise
|
—
|
—
|
685,132
|
—
|
—
|
685,132
|
Stock-based
compensation on stock options and RSUs
|
—
|
—
|
562,795
|
—
|
—
|
562,795
|
Foreign
currency translation adjustment
|
—
|
—
|
—
|
200,886
|
—
|
200,886
|
Net
income
|
—
|
—
|
—
|
—
|
1,867,324
|
1,867,324
|
Balances at
March 31, 2018
|
25,730,544
|
$
257,305
|
$
229,749,154
|
$
496,282
|
$
(194,441,312
)
|
$
36,061,429
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
|
Consolidated Statements of
C
ash Flows
|
||
(unaudited)
|
||
|
Nine Months Ended
|
|
|
March 31,
|
|
|
2018
|
2017
|
Cash flows from operating activities
|
|
|
Net income
|
$
1,867,324
|
$
1,338,987
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
Depreciation and
amortization
|
2,492,003
|
1,240,232
|
Interest from
amortization of debt costs
|
13,704
|
3,861
|
Loss on disposal of
property and equipment
|
3,315
|
—
|
Stock-based
compensation
|
279,397
|
319,182
|
Bad debt
expense
|
(11,868
)
|
(29,551
)
|
Change in fair value of
warrant liability
|
194,632
|
457,784
|
Change in fair value of
sellers note
|
(396,163
)
|
34,476
|
Deferred rent
amortization
|
(58,234
)
|
(66,710
)
|
Inventory write-offs to
reserve
|
134,052
|
47,895
|
Deferred tax
expense
|
(205,884
)
|
(40,000
)
|
Changes in operating assets and liabilities:
|
|
|
Trade accounts receivable
|
312,026
|
(1,032,243
)
|
Other receivables
|
(29,018
)
|
142,919
|
Inventories
|
(1,013,201
)
|
(253,179
)
|
Prepaid expenses and other
assets
|
(409,137
)
|
171,753
|
Accounts payable and accrued
liabilities
|
(500,237
)
|
595,624
|
Net
cash provided by operating activities
|
2,672,711
|
2,931,030
|
|
|
|
Cash flows from investing activities:
|
|
|
Purchase of property and equipment
|
(2,481,715
)
|
(1,412,738
)
|
Acquisiton of ISP Optics, net of cash
acquired
|
—
|
(11,777,336
)
|
Net
cash used in investing activities
|
(2,481,715
)
|
(13,190,074
)
|
|
|
|
Cash flows from financing activities:
|
|
|
Proceeds from exercise of stock options
|
194,150
|
—
|
Proceeds from sale of common stock from employee stock purchase
plan
|
48,591
|
19,632
|
Loan costs
|
(60,453
)
|
(72,224
)
|
Borrowings on loan payable
|
2,942,583
|
5,000,000
|
Proceeds from issuance of common stock under public equity
placement
|
—
|
8,730,209
|
Proceeds from exercise of warrants, net of costs
|
534,318
|
584,679
|
Net payments on loan payable
|
(4,351,836
)
|
—
|
Payments on capital lease
obligations
|
(196,790
)
|
(141,874
)
|
Net
cash (used in) provided by financing activities
|
(889,437
)
|
14,120,422
|
Effect of exchange rate on cash and cash equivalents
|
(998,410
)
|
62,119
|
Change in cash and cash equivalents
|
(1,696,851
)
|
3,923,497
|
Cash and cash equivalents, beginning of period
|
8,085,015
|
2,908,024
|
Cash and cash equivalents, end of period
|
$
6,388,164
|
$
6,831,521
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
Interest paid in cash
|
$
417,550
|
$
91,525
|
Income taxes paid
|
$
562,491
|
$
344,820
|
Supplemental disclosure of non-cash investing & financing
activities:
|
|
|
Purchase of equipment through capital
lease arrangements
|
$
306,220
|
$
230,000
|
Reclassification of warrant liability
upon exercise
|
$
685,132
|
$
509,771
|
Derecognition of liability associated
with stock option grants
|
$
283,399
|
$
352,765
|
Sellers Note issued to acquire ISP
Optics, at fair value
|
—
|
$
6,327,208
|
Conversion of Sellers Note to common
stock
|
$
2,247,064
|
—
|
|
|
|
The accompanying notes are an integral part of these unaudited
consolidated financial statements.
|
Cash Purchase Price
|
$
12,000,000
|
Cash acquired
|
1,243,216
|
Tax payable assumed debt
|
(200,477
)
|
Fair value of Sellers Note
|
6,327,208
|
Working capital adjustment
|
(315,003
)
|
Total purchase price
|
19,054,944
|
Sellers Note issued at fair value
|
(6,327,208
)
|
Preliminary working capital adjustment
|
(760,822
)
|
Adjustment to beginning cash
|
(163,878
)
|
Adjustment to beginning assumed debt
|
(25,700
)
|
Cash paid at Acquisition Date
|
$
11,777,336
|
Cash
|
$
1,243,216
|
Accounts receivable
|
1,108,980
|
Inventory
|
1,134,628
|
Other current assets
|
153,450
|
Property and equipment
|
4,666,634
|
Security deposit and other assets
|
45,359
|
Identifiable intangibles
|
11,069,000
|
Total identifiable assets acquired
|
$
19,421,267
|
|
|
Accounts payable
|
$
(554,050
)
|
Accrued expenses and other payables
|
(133,974
)
|
Other payables
|
(146,324
)
|
Deferred tax liability
|
(5,386,880
)
|
Total liabilities assumed
|
$
(6,221,228
)
|
Net identifiable assets
acquired
|
13,200,039
|
Goodwill
|
5,854,905
|
Net assets acquired
|
$
19,054,944
|
|
Nine months ended
March 31, 2017
|
Revenue
|
$
25,491,276
|
Net income
|
$
1,532,353
|
Fiscal year ending:
|
|
June 30, 2018
|
$
329,270
|
June 30, 2019
|
1,220,664
|
June 30, 2020
|
1,129,342
|
June 30, 2021
|
1,125,083
|
June 30, 2022
|
1,125,083
|
June 30, 2023 and later
|
4,457,798
|
|
$
9,387,240
|
|
|
Restricted
|
|||
|
Stock Options
|
Stock Units (RSUs)
|
|||
|
|
Weighted-
|
Weighted-
|
|
Weighted-
|
|
|
Average
|
Average
|
|
Average
|
|
|
Exercise
|
Remaining
|
|
Remaining
|
|
Shares
|
Price
|
Contract
|
Shares
|
Contract
|
June 30, 2017
|
1,096,186
|
$
1.68
|
6.3
|
1,508,782
|
0.9
|
|
|
|
|
|
|
Granted
|
58,849
|
$
4.24
|
—
|
140,571
|
—
|
Exercised
|
(93,813
)
|
$
2.10
|
—
|
—
|
—
|
Cancelled/Forfeited
|
(32,093
)
|
$
2.62
|
—
|
—
|
—
|
March 31, 2018
|
1,029,129
|
$
1.74
|
6.4
|
1,649,353
|
0.9
|
|
|
|
|
|
|
Awards exercisable/
|
|
|
|
|
|
vested as of
|
|
|
|
|
|
March 31, 2018
|
818,960
|
$
1.60
|
5.9
|
1,287,370
|
—
|
|
|
|
|
|
|
Awards unexercisable/
|
|
|
|
|
|
unvested as of
|
|
|
|
|
|
March 31, 2018
|
210,169
|
$
2.27
|
8.6
|
361,983
|
0.9
|
|
1,029,129
|
|
|
1,649,353
|
|
|
Stock
|
|
|
|
Options
|
RSUs
|
Total
|
Three months ending June 30, 2018
|
8,938
|
85,036
|
93,974
|
|
|
|
|
Year ending June 30, 2019
|
19,747
|
264,982
|
284,729
|
|
|
|
|
Year ending June 30, 2020
|
6,720
|
149,944
|
156,664
|
|
|
|
|
Year ending June 30, 2021
|
3,733
|
29,978
|
33,711
|
|
$
39,138
|
$
529,940
|
$
569,078
|
Unexercisable/unvested awards
|
Stock Options Shares
|
|
RSU Shares
|
|
Total Shares
|
|
|
Weighted-Average
|
|
|
|
Grant Date Fair Values
|
|||||
|
|
|
(per share)
|
|||||
June 30, 2017
|
244,511
|
|
438,912
|
|
683,423
|
|
|
$ 1.39
|
Granted
|
58,849
|
|
140,571
|
|
199,420
|
|
|
$ 3.69
|
Vested
|
(83,441)
|
|
(217,500)
|
|
(300,941)
|
|
|
$ 3.79
|
Cancelled/Forfeited
|
(9,750)
|
|
—
|
|
(9,750)
|
|
|
$ 0.97
|
March 31, 2018
|
210,169
|
|
361,983
|
|
572,152
|
|
|
$ 1.51
|
|
December 31,
|
June 30,
|
Inputs into Lattice model for warrants:
|
2017
|
2017
|
Equivalent volatility
|
21.06% - 162.92%
|
47.39% - 75.80%
|
Equivalent interest rate
|
0.95% - 1.14%
|
0.62% - 1.13%
|
Floor
|
$1.15
|
$1.15
|
Stock price
|
$2.56 - $2.60
|
$1.15 - $3.25
|
Probability price < strike price
|
0.00%
|
4.70%
|
Fair value of call
|
$1.13 - $2.79
|
$0.30 - $2.04
|
Probability of fundamental transaction occurring
|
0%
|
0%
|
|
Warrant Liability
|
Fair value, June 30, 2017
|
$
490,500
|
Exercise of common stock warrants
|
(685,132
)
|
Change in fair value of warrant liability
|
194,632
|
Fair value, March 31, 2018
|
$
-
|
|
Three Months Ended
|
Nine Months Ended
|
||
|
March 31,
|
March 31,
|
||
|
2018
|
2017
|
2018
|
2017
|
Options to purchase common stock
|
748,326
|
833,701
|
732,350
|
868,209
|
RSUs
|
209,911
|
262,983
|
208,138
|
300,096
|
Common stock warrants
|
-
|
531,925
|
108,924
|
683,744
|
|
958,237
|
1,628,609
|
1,049,412
|
1,852,049
|
Quarter
|
Backlog ($ 000)
|
Change From Prior Year End
|
Change From Prior Quarter End
|
Q3
2017
|
$
11,086
|
68
%
|
-11
%
|
Q4
2017
|
$
9,322
|
41
%
|
-16
%
|
Q1
2018
|
$
8,618
|
-8
%
|
-8
%
|
Q2
2018
|
$
12,306
|
32
%
|
43
%
|
Q3
2018
|
$
12,898
|
38
%
|
5
%
|
Exhibit Number
|
|
Description
|
|
|
|
3.1.1
|
|
Certificate of Incorporation of LightPath Technologies, Inc., filed
June 15, 1992 with the Secretary of State of Delaware, which was
filed as an exhibit to our Registration Statement on Form SB-2
(File No: 33-80119) filed with the Securities and Exchange
Commission on December 7, 1995, and is incorporated herein by
reference thereto.
|
|
|
|
3.1.2
|
|
Certificate of Amendment to Certificate of Incorporation of
LightPath Technologies, Inc., filed October 2, 1995 with the
Secretary of State of Delaware, which was filed as an exhibit to
our Registration Statement on Form SB-2 (File No: 33-80119) filed
with the Securities and Exchange Commission on December 7, 1995,
and is incorporated herein by reference thereto.
|
|
|
|
3.1.3
|
|
Certificate of Designations of Class A common stock and Class E-1
common stock, Class E-2 common stock, and Class E-3 common stock of
LightPath Technologies, Inc., filed November 9, 1995 with the
Secretary of State of Delaware, which was filed as an exhibit to
our Registration Statement on Form SB-2 (File No: 33-80119) filed
with the Securities and Exchange Commission on December 7, 1995,
and is incorporated herein by reference thereto.
|
|
|
|
|
Certificate of Designation of Series A Preferred Stock of LightPath
Technologies, Inc., filed July 9, 1997 with the Secretary of State
of Delaware, which was filed as Exhibit 3.4 to our Annual Report on
Form 10-KSB40 filed with the Securities and Exchange Commission on
September 11, 1997, and is incorporated herein by reference
thereto.
|
|
|
|
|
|
Certificate of Designation of Series B Stock of LightPath
Technologies, Inc., filed October 2, 1997 with the Secretary of
State of Delaware, which was filed as Exhibit 3.2 to our Quarterly
Report on Form 10-QSB (File No. 000-27548) filed with the
Securities and Exchange Commission on November 14, 1997, and is
incorporated herein by reference thereto.
|
|
|
|
|
|
Certificate of Amendment of Certificate of Incorporation of
LightPath Technologies, Inc., filed November 12, 1997 with the
Secretary of State of Delaware, which was filed as Exhibit 3.1 to
our Quarterly Report on Form 10-QSB (File No. 000-27548) filed with
the Securities and Exchange Commission on November 14, 1997, and is
incorporated herein by reference thereto.
|
|
|
|
|
|
Certificate of Designation of Series C Preferred Stock of LightPath
Technologies, Inc., filed February 6, 1998 with the Secretary of
State of Delaware, which was filed as Exhibit 3.2 to our
Registration Statement on Form S-3 (File No. 333-47905) filed with
the Securities and Exchange Commission on March 13, 1998, and is
incorporated herein by reference thereto.
|
|
|
|
|
|
Certificate of Designation, Preferences and Rights of Series D
Participating Preferred Stock of LightPath Technologies, Inc. filed
April 29, 1998 with the Secretary of State of Delaware, which was
filed as Exhibit 1 to our Registration Statement on Form 8-A (File
No. 000-27548) filed with the Securities and Exchange Commission on
April 28, 1998, and is incorporated herein by reference
thereto.
|
|
Certificate of Designation of Series F Preferred Stock of LightPath
Technologies, Inc., filed November 2, 1999 with the Secretary of
State of Delaware, which was filed as Exhibit 3.2 to our
Registration Statement on Form S-3 (File No: 333-94303) filed with
the Securities and Exchange Commission on January 10, 2000, and is
incorporated herein by reference thereto.
|
|
|
|
|
|
|
Certificate of Amendment of Certificate of Incorporation of
LightPath Technologies, Inc., filed February 28, 2003 with the
Secretary of State of Delaware, which was filed as Appendix A to
our Proxy Statement (File No. 000-27548) filed with the Securities
and Exchange Commission on January 24, 2003, and is incorporated
herein by reference thereto.
|
|
|
|
|
Certificate of Amendment of Certificate of Incorporation of
LightPath Technologies, Inc., filed March 1, 2016 with the
Secretary of State of Delaware, which was filed as Exhibit 3.1.11
to our Quarterly Report on Form 10-Q (File No: 000-27548) filed
with the Securities and Exchange Commission on November 14, 2016,
and is incorporated herein by reference thereto.
|
|
|
|
|
|
Certificate of Amendment of Certificate of Incorporation of
LightPath Technologies, Inc., filed October 30, 2017 with the
Secretary of State of Delaware, which was filed as Exhibit 3.1 to
our Current Report on Form 8-K (File No: 000-27548) filed with the
Securities and Exchange Commission on October 31, 2017, and is
incorporated herein by reference thereto.
|
|
|
|
|
|
Certificate of Amendment of Certificate of Designations of Class A
Common Stock and Class E-1 Common Stock, Class E-2 Common Stock,
and Class E-3 Common Stock of LightPath Technologies, Inc., filed
October 30, 2017 with the Secretary of State of Delaware, which was
filed as Exhibit 3.2 to our Current Report on Form 8-K (File No:
000-27548) filed with the Securities and Exchange Commission on
October 31, 2017, and is incorporated herein by reference
thereto.
|
|
|
|
|
|
Certificate of Amendment of Certificate of Designation, Preferences
and Rights of Series D Participating Preferred Stock of LightPath
Technologies, Inc., filed January 30, 2018 with the Secretary of
State of Delaware, which was filed as Exhibit 3.1 to our Current
Report on Form 8-K (File No: 000-27548) filed with the Securities
and Exchange Commission on February 1, 2018, and is incorporated
herein by references thereto.
|
|
|
|
|
|
Amended and Restated Bylaws of LightPath Technologies, Inc., which
was filed as Exhibit 3.1 to our Current Report on Form 8-K (File
No: 000-27548) filed with the Securities and Exchange Commission on
February 3, 2015, and is incorporated herein by reference
thereto.
|
|
|
|
|
|
First Amendment to Amended and Restated Bylaws of LightPath
Technologies, Inc., which was filed as Exhibit 3.1 to our Current
Report on Form 8-K (File No: 000-27548) filed with the Securities
and Exchange Commission on September 21, 2017, and is incorporated
herein by reference thereto.
|
|
|
|
|
|
Second Amendment to Rights Agreement dated January 30, 2018 between
us and Continental Stock Transfer & Trust Company, as Rights
Agent, which was filed as Exhibit 4.1 to our Current Report on Form
8-K (File No: 000-27548) filed with the Securities and Exchange
Commission on February 1, 2018, and is incorporated herein by
reference thereto.
|
|
|
|
|
|
Note Satisfaction and Securities Purchase Agreement dated January
16, 2018, by and between LightPath Technologies, Inc., Joseph
Menaker, and Mark Lifshotz, which was filed as Exhibit 10.1 to our
Current Report on Form 8-K (File No: 000-27548) filed with the
Securities and Exchange Commission on January 17, 2018, and is
incorporated herein by reference thereto.
|
|
|
|
|
|
Registration Rights Agreement dated January 16, 2018, by and
between LightPath Technologies, Inc., Joseph Menaker, and Mark
Lifshotz, which was filed as Exhibit 10.2 to our Current Report on
Form 8-K (File No: 000-27548) filed with the Securities and
Exchange Commission on January 17, 2018, and is incorporated herein
by reference thereto.
|
|
|
|
|
|
Second Amendment to Second Amended and Restated Loan and Security
Agreement dated January 16, 2018, by and between LightPath
Technologies, Inc. and AvidBank, which was filed as Exhibit 10.3 to
our Current Report on Form 8-K (File No: 000-27548) filed with the
Securities and Exchange Commission on January 17, 2018, and is
incorporated herein by reference thereto.
|
|
|
|
|
|
Affirmation of Guarantee of Geltech, Inc., which was filed as
Exhibit 10.4 to our Current Report on Form 8-K (File No: 000-27548)
filed with the Securities and Exchange Commission on January 17,
2018, and is incorporated herein by reference thereto.
|
|
|
|
|
|
Amendment No. 8 to the Amended and Restated LightPath Technologies,
Inc. Omnibus Incentive Plan dated February 8, 2018, which was filed
as Exhibit 10.7 to our Quarterly Report on Form 10-Q (File No.
000-27548) filed with the Securities and Exchange Commission on
February 13, 2018.
|
|
|
|
|
|
Lease dated April 20, 2018, by and between LightPath Technologies,
Inc. and CIO University Tech, LLC, which was filed as Exhibit 10.1
to our Current Report on Form 8-K (File No: 000-27548) filed with
the Securities and Exchange Commission on April 26, 2018, and is
incorporated herein by reference thereto.
|
|
|
|
|
|
Third Amendment to Second Amended and Restated
Loan and Security Agreement dated May
11,
2018, by and between LightPath Technologies, Inc.
and AvidBank*
|
|
|
|
|
|
Affirmation of
Guarantee of Geltech, Inc.*
|
|
|
|
|
|
Certification of Chief Executive Officer
pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934*
|
|
|
|
|
|
Certification of Chief Financial Officer
pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934*
|
|
|
|
|
|
Certification of Chief Executive Officer
pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18
of the United States Code*
|
|
|
|
|
|
Certification of Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18
of the United States Code*
|
|
LIGHTPATH
TECHNOLOGIES, INC.
By:
/s/ J. James Gaynor
Name: J. James Gaynor
Title:
President and Chief
Executive Officer
ISP
OPTICS CORPORATION
By:
/s/ J. James
Gaynor
Name:
J. James
Gaynor
Title:
President and Chief
Executive Officer
|
|
AVIDBANK
By:
/s/ Stephen
Chen
Name:
Stephen
Chen
Title:
Assistant Vice President
|
Reporting Covenant
|
Required
|
Complies
|
|||
|
|
|
|
||
A/R
& A/P Agings
|
Monthly
within 30 days
|
Yes
|
No
|
||
Deferred
Revenue listing
|
Monthly
within 30 days
|
Yes
|
No
|
||
Borrowing
Base Certificate
|
Monthly
within 30 days
|
Yes
|
No
|
||
Compliance
Certificate
|
Monthly
within 30 days
|
Yes
|
No
|
||
Bank
statements for accounts outside of Bank
|
Monthly
within 30 days
|
Yes
|
No
|
||
Monthly
consolidated financial statements
|
Monthly
within 30 days
|
Yes
|
No
|
||
Monthly
consolidating financial statements
|
Monthly
within 30 days
|
Yes
|
No
|
||
Annual
financial statements (CPA Audited)
|
Annually
within 90 days of fiscal year end
|
Yes
|
No
|
||
Annual
projections (board approved)
|
Annually
within 30 days following fiscal year beginning
|
Yes
|
No
|
||
10K and
10Q
|
(as
applicable)
|
Yes
|
No
|
||
A/R
Audit
|
Annually
|
Yes
|
No
|
||
IP
Notices
|
As
required under Section 6.10
|
Yes
|
No
|
||
|
|
|
|
||
Financial Covenant
|
Required
|
Actual
|
Complies
|
||
|
|
|
|
|
|
Fixed
Charge Coverage Ratio (6/30/18)
|
1.10 :
1.00
|
____:
1.00
|
Yes
|
No
|
|
Fixed
Charge Coverage Ratio (9/30/18 and thereafter)
|
1.15 :
1.00
|
____:
1.00
|
Yes
|
No
|
|
|
|
|
|
|
|
Minimum
Asset coverage ratio (monthly)
|
1.50 :
1.00
|
____:
1.00
|
Yes
|
No
|
Comments Regarding Exceptions:
See Attached.
|
BANK USE ONLY
|
|
|||
|
|
|
|||
|
Received
by: _____________________________________
|
|
|||
Sincerely,
|
AUTHORIZED
SIGNER
|
|
|||
|
|
|
|||
|
Date:
___________________________________________
|
|
|||
|
|
|
|||
___________________________________________
|
Verified:
_________________________________________
|
|
|||
SIGNATURE
|
AUTHORIZED
SIGNER
|
|
|||
|
|
|
|||
|
|
|
|||
___________________________________________
|
Date:
___________________________________________
|
|
|||
TITLE
|
|
|
|||
|
Compliance
Status
|
Yes
|
No
|
|
|
___________________________________________
|
|
|
|||
DATE
|
|
|
|
GUARANTOR:
|
|
GELTECH
INC.
|
|
By:
/s/ J. James
Gaynor
____________________
Name:__
J.
James Gaynor
__________________
Title
:_
President and Chief
Executive Officer
__
|
|
/s/ J. James
Gaynor
|
|
J. James
Gaynor
|
|
President and Chief
Executive Officer
|
|
/s/ Dorothy M.
Cipolla
|
|
Dorothy M.
Cipolla
|
|
Chief Financial
Officer
|
|
Dated:
|
May 14,
2018
|
|
/s/ J. James
Gaynor
|
|
|
|
|
J. James
Gaynor,
|
|
|
|
|
President and Chief
Executive Officer
|
|
Dated:
|
May 14,
2018
|
|
/s/ Dorothy M.
Cipolla
|
|
|
|
|
Dorothy M.
Cipolla,
|
|
|
|
|
Chief Financial
Officer
|