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
|
☒
|
Smaller reporting company
|
☒
|
|
|
Emerging growth company
|
☐
|
Item
|
|
Page
|
|
Cautionary
Note Concerning Forward-Looking Statements
|
|
3
|
|
Part I Financial Information
|
|
|
|
Item
1 Financial Statements
|
|
|
|
|
Unaudited Condensed Consolidated Balance Sheets
|
|
4
|
|
Unaudited Condensed Consolidated Statements of Comprehensive Income
(Loss)
|
|
5
|
|
Unaudited Condensed Consolidated Statements of Stockholders’
Equity
|
|
6
|
|
Unaudited Condensed Consolidated Statements of Cash
Flows
|
|
7
|
|
Notes to Unaudited Condensed Consolidated Financial
Statements
|
|
8
|
Item
2 Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
|
|
|
|
Overview
|
|
19
|
|
Results of Operations
|
|
20
|
|
Liquidity and Capital Resources
|
|
23
|
|
Contractual Obligations and Commitments
|
|
24
|
|
Off-Balance Sheet Arrangements
|
|
24
|
|
Critical Accounting Policies and Estimates
|
|
24
|
|
Non-GAAP Financial Measures
|
|
28
|
Item
4 Controls and Procedures
|
|
29
|
|
|
|
|
|
Part II Other Information
|
|
|
|
Item
1 Legal Proceedings
|
|
30
|
|
Item
2 Unregistered Sales of Equity Securities and Use of
Proceeds
|
|
30
|
|
Item
3 Defaults Upon Senior Securities
|
|
30
|
|
Item
4 Mine Safety Disclosures
|
|
30
|
|
Item
5 Other Information
|
|
30
|
|
Item
6 Exhibits
|
|
30
|
|
|
|
|
|
Signatures
|
|
33
|
|
December
31,
|
June
30,
|
Assets
|
2018
|
2018
|
Current
assets:
|
|
|
Cash
and cash equivalents
|
$
3,641,389
|
$
5,508,620
|
Restricted
cash
|
1,000,000
|
1,000,000
|
Trade
accounts receivable, net of allowance of $21,956 and
$13,364
|
6,218,288
|
5,370,508
|
Inventories,
net
|
6,737,050
|
6,404,741
|
Other
receivables
|
69,224
|
46,574
|
Prepaid
expenses and other assets
|
861,373
|
1,058,610
|
Total
current assets
|
18,527,324
|
19,389,053
|
|
|
|
Property
and equipment, net
|
12,227,361
|
11,809,241
|
Intangible
assets, net
|
8,404,347
|
9,057,970
|
Goodwill
|
5,854,905
|
5,854,905
|
Deferred
tax assets, net
|
1,030,000
|
624,000
|
Other
assets
|
357,753
|
381,945
|
Total
assets
|
$
46,401,690
|
$
47,117,114
|
Liabilities and Stockholders’ Equity
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$
2,042,290
|
$
2,032,834
|
Accrued
liabilities
|
501,171
|
685,430
|
Accrued
payroll and benefits
|
1,306,831
|
1,228,120
|
Loans
payable, current portion
|
1,458,800
|
1,458,800
|
Capital
lease obligation, current portion
|
390,881
|
307,199
|
Total
current liabilities
|
5,699,973
|
5,712,383
|
|
|
|
Capital
lease obligation, less current portion
|
710,569
|
550,127
|
Deferred
rent
|
349,703
|
377,364
|
Loans
payable, less current portion
|
4,401,859
|
5,119,796
|
Total
liabilities
|
11,162,104
|
11,759,670
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
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; 25,789,272 and 25,764,544
shares
issued and outstanding
|
257,893
|
257,645
|
Additional
paid-in capital
|
230,097,492
|
229,874,823
|
Accumulated
other comprehensive income
|
699,348
|
473,508
|
Accumulated
deficit
|
(195,815,147
)
|
(195,248,532
)
|
Total
stockholders’ equity
|
35,239,586
|
35,357,444
|
Total
liabilities and stockholders’ equity
|
$
46,401,690
|
$
47,117,114
|
|
Three Months Ended December 31,
|
Six Months Ended December 31,
|
||
|
2018
|
2017
|
2018
|
2017
|
Revenue,
net
|
$
8,548,507
|
$
8,361,373
|
$
17,098,228
|
$
15,933,466
|
Cost
of sales
|
5,007,364
|
4,849,657
|
10,513,912
|
9,132,413
|
Gross
margin
|
3,541,143
|
3,511,716
|
6,584,316
|
6,801,053
|
Operating
expenses:
|
|
|
|
|
Selling,
general and administrative
|
2,518,853
|
2,294,177
|
4,982,731
|
4,692,417
|
New
product development
|
518,793
|
413,081
|
988,776
|
794,469
|
Amortization
of intangibles
|
324,351
|
329,271
|
653,622
|
658,542
|
(Gain)
loss on disposal of property and equipment
|
(15,500
)
|
3,315
|
43,257
|
3,315
|
Total
operating costs and expenses
|
3,346,497
|
3,039,844
|
6,668,386
|
6,148,743
|
Operating
income (loss)
|
194,646
|
471,872
|
(84,070
)
|
652,310
|
Other
income (expense):
|
|
|
|
|
Interest
expense, net
|
(153,289
)
|
(193,747
)
|
(298,302
)
|
(395,008
)
|
Change
in fair value of warrant liability
|
—
|
(243,012
)
|
—
|
(194,632
)
|
Other
income (expense), net
|
(48,484
)
|
194,729
|
(386,606
)
|
442,852
|
Total
other income (expense), net
|
(201,773
)
|
(242,030
)
|
(684,908
)
|
(146,788
)
|
Income
(loss) before income taxes
|
(7,127
)
|
229,842
|
(768,978
)
|
505,522
|
Income
tax benefit
|
(23,403
)
|
(193,508
)
|
(202,363
)
|
(135,524
)
|
Net
income (loss)
|
$
16,276
|
$
423,350
|
$
(566,615
)
|
$
641,046
|
Foreign
currency translation adjustment
|
52,793
|
69,262
|
225,840
|
123,409
|
Comprehensive
income (loss)
|
$
69,069
|
$
492,612
|
$
(340,775
)
|
$
764,455
|
Earnings
(loss) per common share (basic)
|
$
0.00
|
$
0.02
|
$
(0.02
)
|
$
0.03
|
Number
of shares used in per share calculation (basic)
|
25,781,941
|
24,525,839
|
25,777,330
|
24,380,448
|
Earnings
(loss) per common share (diluted)
|
$
0.00
|
$
0.02
|
$
(0.02
)
|
$
0.02
|
Number
of shares used in per share calculation (diluted)
|
27,397,239
|
26,437,359
|
25,777,330
|
26,326,759
|
|
|
|
|
Accumulated
|
|
|
|
Class A
|
|
Additional
|
Other
|
|
Total
|
|
Common Stock
|
|
Paid-in
|
Comphrehensive
|
Accumulated
|
Stockholders’
|
|
Shares
|
Amount
|
Capital
|
Income
|
Deficit
|
Equity
|
Balances at June 30, 2018
|
25,764,544
|
$
257,645
|
$
229,874,823
|
$
473,508
|
$
(195,248,532
)
|
$
35,357,444
|
Issuance of
common stock for:
|
|
|
|
|
|
|
Employee Stock
Purchase Plan
|
9,061
|
91
|
20,750
|
—
|
—
|
20,841
|
Stock-based
compensation on stock options & RSUs
|
—
|
—
|
93,910
|
—
|
—
|
93,910
|
Foreign
currency translation adjustment
|
—
|
—
|
—
|
173,047
|
—
|
173,047
|
Net
loss
|
—
|
—
|
—
|
—
|
(582,891
)
|
(582,891
)
|
Balances at September 30, 2018
|
25,773,605
|
$
257,736
|
$
229,989,483
|
$
646,555
|
$
(195,831,423
)
|
$
35,062,351
|
Issuance of
common stock for:
|
|
|
|
|
|
|
Exercise of
stock options & RSUs
|
15,667
|
157
|
4,104
|
—
|
—
|
4,261
|
Stock-based
compensation on stock options & RSUs
|
—
|
—
|
103,905
|
—
|
—
|
103,905
|
Foreign
currency translation adjustment
|
—
|
—
|
—
|
52,793
|
—
|
52,793
|
Net
income
|
—
|
—
|
—
|
—
|
16,276
|
16,276
|
Balances at December 31, 2018
|
25,789,272
|
$
257,893
|
$
230,097,492
|
$
699,348
|
$
(195,815,147
)
|
$
35,239,586
|
|
|
|
|
|
|
|
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
|
25,000
|
250
|
30,000
|
—
|
—
|
30,250
|
Employee Stock
Purchase Plan
|
7,093
|
71
|
19,009
|
—
|
—
|
19,080
|
Reclassification
of warrant liability upon exercise
|
—
|
—
|
34,500
|
—
|
—
|
34,500
|
Stock-based
compensation on stock options & RSUs
|
—
|
—
|
92,241
|
—
|
—
|
92,241
|
Foreign
currency translation adjustment
|
—
|
—
|
—
|
54,147
|
—
|
54,147
|
Net
income
|
—
|
—
|
—
|
—
|
217,695
|
217,695
|
Balances at September 30, 2017
|
24,247,826
|
$
242,478
|
$
225,668,002
|
$
349,543
|
$
(196,090,941
)
|
$
30,169,082
|
Exercise of
warrants
|
408,810
|
4,088
|
504,980
|
—
|
—
|
509,068
|
Exercise of
stock options
|
46,250
|
463
|
103,238
|
—
|
—
|
103,701
|
Reclassification
of warrant liability upon exercise
|
—
|
—
|
650,632
|
—
|
—
|
650,632
|
Stock-based
compensation on stock options & RSUs
|
—
|
—
|
377,367
|
—
|
—
|
377,367
|
Foreign
currency translation adjustment
|
—
|
—
|
—
|
69,262
|
—
|
69,262
|
Net
income
|
—
|
—
|
—
|
—
|
423,351
|
423,351
|
Balances at December 31, 2017
|
24,702,886
|
$
247,029
|
$
227,304,219
|
$
418,805
|
$
(195,667,590
)
|
$
32,302,463
|
|
Six Months Ended December 31,
|
|
|
2018
|
2017
|
Cash
flows from operating activities:
|
|
|
Net
(loss) income
|
$
(566,615
)
|
$
641,046
|
Adjustments
to reconcile net income (loss) to net cash (used in) provided by
operating activities:
|
|
|
Depreciation
and amortization
|
1,683,676
|
1,625,674
|
Interest
from amortization of debt costs
|
11,962
|
7,721
|
Loss
on disposal of property and equipment
|
43,257
|
3,315
|
Stock-based
compensation on stock options & RSU, net
|
197,815
|
186,209
|
Provision
for doubtful accounts receivable
|
1,469
|
(24,264
)
|
Change
in fair value of warrant liability
|
—
|
194,632
|
Change
in fair value of Sellers note
|
—
|
71,505
|
Deferred
rent amortization
|
(27,096
)
|
(37,885
)
|
Inventory
write-offs to reserve
|
2,114
|
—
|
Deferred
tax benefit
|
(406,000
)
|
—
|
Changes
in operating assets and liabilities:
|
|
|
Trade
accounts receivable
|
(849,007
)
|
247,702
|
Other
receivables
|
(22,858
)
|
(28,206
)
|
Inventories
|
(594,141
)
|
(821,838
)
|
Prepaid
expenses and other assets
|
214,960
|
(3,094
)
|
Accounts
payable and accrued liabilities
|
(87,707
)
|
(444,276
)
|
Net
cash (used in) provided by operating activities
|
(398,171
)
|
1,618,241
|
|
|
|
Cash
flows from investing activities:
|
|
|
Purchase
of property and equipment
|
(1,180,184
)
|
(1,900,582
)
|
Proceeds
from sale of equipment
|
110,500
|
—
|
Net
cash used in investing activities
|
(1,069,684
)
|
(1,900,582
)
|
|
|
|
Cash
flows from financing activities:
|
|
|
Proceeds
from exercise of stock options
|
4,261
|
103,701
|
Proceeds
from sale of common stock from Employee Stock Purchase
Plan
|
20,841
|
19,080
|
Proceeds
from exercise of warrants, net of costs
|
—
|
539,318
|
Payments
on loan payable
|
(729,399
)
|
(556,499
)
|
Payments
on capital lease obligations
|
(167,626
)
|
(119,424
)
|
Net
cash used in financing activities
|
(871,923
)
|
(13,824
)
|
Effect
of exchange rate on cash and cash equivalents
|
472,547
|
(54,413
)
|
Change
in cash and cash equivalents and restricted cash
|
(1,867,231
)
|
(350,578
)
|
Cash
and cash equivalents and restricted cash, beginning of
period
|
6,508,620
|
8,085,015
|
Cash
and cash equivalents and restricted cash, end of
period
|
$
4,641,389
|
$
7,734,437
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Interest
paid in cash
|
$
267,065
|
$
316,174
|
Income
taxes paid
|
$
247,664
|
$
446,434
|
Supplemental
disclosure of non-cash investing & financing
activities:
|
|
|
Purchase
of equipment through capital lease arrangements
|
$
411,750
|
$
306,220
|
Reclassification
of warrant liability upon exercise
|
—
|
$
685,132
|
Derecognition
of liability associated with stock option grants
|
—
|
$
283,399
|
|
December 31,
2018
|
June 30,
2018
|
Raw
materials
|
$
2,733,205
|
$
2,309,454
|
Work
in process
|
2,275,862
|
2,506,891
|
Finished
goods
|
2,483,133
|
2,263,121
|
Allowance
for obsolescence
|
(755,150
)
|
(674,725
)
|
|
$
6,737,050
|
$
6,404,741
|
June
30, 2019 (remaining six months)
|
$
567,041
|
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
|
|
$
8,404,347
|
|
Three Months Ended December 31,
|
Six Months Ended December 31,
|
||
|
2018
|
2017
|
2018
|
2017
|
Income
(loss) before income taxes
|
$
(7,127
)
|
$
229,842
|
$
(768,978
)
|
$
505,522
|
Income
tax benefit
|
$
(23,403
)
|
$
(193,508
)
|
$
(202,363
)
|
$
(135,524
)
|
Effective
income tax rate
|
328
%
|
-84
%
|
26
%
|
-27
%
|
|
|
|
|
Restricted
|
|
|
Stock Options
|
Stock Units (RSUs)
|
|||
|
|
Weighted-
|
Weighted-
|
|
Weighted-
|
|
|
Average
|
Average
|
|
Average
|
|
|
Exercise
|
Remaining
|
|
Remaining
|
|
Shares
|
Price
|
Contract
|
Shares
|
Contract
|
June 30, 2018
|
1,005,129
|
$
1.77
|
6.3
|
1,649,353
|
0.9
|
|
|
|
|
|
|
Granted
|
13,058
|
$
2.10
|
9.9
|
229,509
|
2.9
|
Exercised
|
(4,797
)
|
$
1.05
|
—
|
(14,336
)
|
—
|
Cancelled/Forfeited
|
(3,938
)
|
$
0.92
|
—
|
—
|
—
|
December 31, 2018
|
1,009,452
|
$
1.78
|
5.9
|
1,864,526
|
0.9
|
|
|
|
|
|
|
Awards
exercisable/
|
|
|
|
|
|
vested
as of
|
|
|
|
|
|
December 31, 2018
|
886,882
|
$
1.68
|
5.5
|
1,464,382
|
—
|
|
|
|
|
|
|
Awards
unexercisable/
|
|
|
|
|
|
unvested
as of
|
|
|
|
|
|
December 31, 2018
|
122,570
|
$
2.50
|
8.1
|
400,144
|
0.9
|
|
1,009,452
|
|
|
1,864,526
|
|
|
Stock
|
|
|
|
Options
|
RSUs
|
Total
|
Six
months ending June 30, 2019
|
6,993
|
189,982
|
196,975
|
|
|
|
|
Year
ending June 30, 2020
|
8,926
|
289,944
|
298,870
|
|
|
|
|
Year
ending June 30, 2021
|
5,939
|
169,978
|
175,917
|
|
|
|
|
Year
ending June 30, 2022
|
2,021
|
46,654
|
48,675
|
|
$
23,879
|
$
696,558
|
$
720,437
|
|
Three Months Ended December 31,
|
Six Months Ended December 31,
|
||
|
2018
|
2017
|
2018
|
2017
|
|
|
|
|
|
Options
to purchase common stock
|
875,085
|
696,811
|
1,006,348
|
714,710
|
RSUs
|
274,334
|
213,288
|
1,702,757
|
183,081
|
Common
stock warrants
|
—
|
83,589
|
—
|
154,590
|
|
1,149,419
|
993,688
|
2,709,105
|
1,052,381
|
|
Capital Leases
|
Operating Leases
|
Fiscal year ending:
|
|
|
June
30, 2019 (six months remaining)
|
$
232,590
|
$
514,000
|
June
30, 2020
|
442,299
|
923,000
|
June
30, 2021
|
367,654
|
679,000
|
June
30, 2022
|
191,484
|
558,000
|
June
30, 2023
|
—
|
60,869
|
Total
minimum payments
|
1,234,027
|
$
2,734,869
|
Less
imputed interest
|
(132,577
)
|
|
Present
value of minimum lease payments included in capital lease
obligations
|
1,101,450
|
|
Less
current portion
|
(390,881
)
|
|
Non-current
portion
|
$
710,569
|
|
|
Avidbank Note
|
Unamortized Debt Costs
|
Total
|
Fiscal year ending:
|
|
|
|
June
30, 2019 (six months remaining)
|
$
729,400
|
$
(11,461
)
|
$
717,939
|
June
30, 2020
|
1,458,800
|
(22,924
)
|
1,435,876
|
June
30, 2021
|
1,458,800
|
(22,924
)
|
1,435,876
|
June
30, 2022
|
1,458,800
|
(22,924
)
|
1,435,876
|
June
30, 2023
|
850,967
|
(15,875
)
|
835,092
|
Total
payments
|
$
5,956,767
|
$
(96,108
)
|
$
5,860,659
|
Less
current portion
|
|
|
(1,458,800
)
|
Non-current
portion
|
|
|
$
4,401,859
|
|
|
China
|
|
Latvia
|
||||
|
|
December 31,
2018
|
|
June 30,
2018
|
|
December 31,
2018
|
|
June 30,
2018
|
Assets
|
|
$15.9 million
|
|
$14.7 million
|
|
$7.1 million
|
|
$6.4 million
|
Net assets
|
|
$13.7 million
|
|
$12.6 million
|
|
$6.5 million
|
|
$5.9 million
|
Quarter
|
Backlog ($ 000)
|
Change From Prior Year End
|
Change From Prior Quarter End
|
Q2 2018
|
$
12,306
|
32
%
|
43
%
|
Q3 2018
|
$
12,898
|
38
%
|
5
%
|
Q4 2018
|
$
12,828
|
38
%
|
-1
%
|
Q1 2019
|
$
13,994
|
9
%
|
9
%
|
Q2 2019
|
$
18,145
|
41
%
|
30
%
|
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.
|
|
|
|
|
|
Fifth
Amendment to Second Amended and Restated Loan and Security
Agreement dated October 30, 2018, 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 November 1, 2018, and is
incorporated herein by reference thereto.
|
||
|
|
|
|
|
Affirmation
of Guarantee of Geltech, Inc., 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 November 1, 2018, and is
incorporated herein by reference thereto.
|
||
|
|
|
|
|
First Amendment to
Lease, dated January 9, 2019 by and between Light Path Technologies
Inc. and CIO University Tech, LLC*
|
||
|
|
|
|
|
LightPath
Technologies, Inc. 2018 Stock and Incentive Compensation Plan,
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 November 19, 2018, and is incorporated herein by
reference thereto.
|
||
|
|
|
|
|
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
*
|
|
Signed, sealed and
delivered in the presence of:
|
LANDLORD:
|
|
|
|
CIO
UNIVERSITY
TECH,
LLC
,
a
|
|
Delaware limited
liability company
|
|
|
|
By: SCCP CENTRAL
VALLEY GP CORP., a Delaware corporation, as
Manager
|
/s/ Cori
Hansen
|
|
Print
Name:
Cori
Hansen
|
BY: /s/
James
Farrar
|
(name of first
witness)
|
NAME:
James
Farrar
|
|
TITLE:
President
|
/s/ Nina
Fitzpatrick
|
|
Print Name:
Nina
Fitzpatrick
|
|
(name of second
witness)
|
|
|
|
Signed, sealed and
delivered in the presence of:
|
TENANT:
|
|
|
/s/ Natalie
Cockayne
|
LIGHTPATH TECHNOLOGIES, INC.
,
a
|
Print Name:
Natalie
Cockayne
|
Delaware
corporation
|
(name of first
witness)
|
|
|
BY:
/s/ J. James
Gaynor
|
/s/ Dorothy M.
Cipolla
|
NAME:
J. James Gaynor
|
Print Name:
Dorothy M.
Cipolla
|
TITLE:
President &
CEO
|
(name of second
witness)
|
|
Dated:
February 7,
2019
|
/s/ J. James
Gaynor
|
|
J. James Gaynor,
|
|
President
and Chief Executive Officer
|
Dated:
February 7,
2019
|
/s/ Donald O.
Retreage, Jr.
|
|
Donald O. Retreage,
Jr.,
|
|
Chief
Financial Officer
|
|
|