Amendment: SEC Form SCHEDULE 13D/A filed by LightPath Technologies Inc.
$LPTH
Semiconductors
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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LIGHTPATH TECHNOLOGIES INC (Name of Issuer) |
Class A common stock, $0.01 par value (Title of Class of Securities) |
532257805 (CUSIP Number) |
Todd B. Hammer 867 Boylston Street, 5th Floor #1361 Boston, MA, 02116 4073824003 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/20/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 532257805 |
| 1 |
Name of reporting person
North Run Strategic Opportunities Fund I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,953,829.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
*Consists of (i) 3,255,614 shares of Class A Common Stock, par value $0.01 per share (the "Shares") of LightPath Technologies, Inc. (the "Issuer") and (ii) 8,698,215 Shares issuable upon the conversion of 17,353.6 shares of Series G Convertible Preferred Stock ("Series G Preferred"). The reported shares of the Series G Preferred are currently exercisable.
The aggregate percentage of Shares reported owned by each person named herein is based upon 58,968,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to North Run Strategic Opportunities Fund I, LP ("NR-SOF") on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred.
SCHEDULE 13D
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| CUSIP No. | 532257805 |
| 1 |
Name of reporting person
North Run Strategic Opportunities Fund I GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,953,829.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
*Consists of (i) 3,255,614 Shares and (ii) 8,698,215 Shares issuable upon the conversion of 17,353.6 shares of Series G Preferred. The reported shares of Series G Preferred are currently exercisable.
The aggregate percentage of Shares reported owned by each person named herein is based upon 58,968,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred.
SCHEDULE 13D
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| CUSIP No. | 532257805 |
| 1 |
Name of reporting person
ELLIS THOMAS B | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,953,829.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*Consists of (i) 3,255,614 Shares and (ii) 8,698,215 Shares issuable upon the conversion of 17,353.6 shares of Series G Preferred. The reported shares of Series G Preferred are currently exercisable.
The aggregate percentage of Shares reported owned by each person named herein is based upon 58,968,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred.
SCHEDULE 13D
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| CUSIP No. | 532257805 |
| 1 |
Name of reporting person
HAMMER TODD B | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,953,829.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*Consists of (i) 3,255,614 Shares and (ii) 8,698,215 Shares issuable upon the conversion of 17,353.6 shares of Series G Preferred. The reported shares of Series G Preferred are currently exercisable.
The aggregate percentage of Shares reported owned by each person named herein is based upon 58,968,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, $0.01 par value | |
| (b) | Name of Issuer:
LIGHTPATH TECHNOLOGIES INC | |
| (c) | Address of Issuer's Principal Executive Offices:
2603 CHALLENGER TECH CT, ORLANDO,
FLORIDA
, 32826. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on February 25, 2025, as amended by Amendment No. 1 filed on January 7, 2026 (as amended by Amendment No. 1, the "Original Schedule 13D" and the Original Schedule 13D as amended by this Amendment No. 2, the "Schedule 13D"). This Amendment No. 2 amends and supplements Items 3, 4 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented to add the following at the end thereof:
The information in Item 5(c) is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented to add the following at the end thereof:
The information in Item 5(c) is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated in its entirety to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon 58,968,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred. As a result of the Stockholder Approval, the percentages set forth herein for each of the Reporting Persons do not give effect to the Beneficial Ownership Limitation or the Exchange Cap.
As of the date hereof, NR-SOF directly beneficially own 11,953,829 Shares, constituting approximately 17.7% of the Shares outstanding.
North Run Opportunities, as the general partner of NR-SOF, may be deemed to beneficially own 11,953,829 Shares, constituting approximately 17.7% of the Shares outstanding.
Each of Mr. Hammer and Mr. Ellis, as the sole members of North Run Opportunities, may be deemed to beneficially own 11,953,829 Shares, constituting approximately 17.7% of the Shares outstanding.
The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own. | |
| (b) | Each of North Run Opportunities, and Messrs. Hammer and Ellis may be deemed to share the power to vote and dispose of the Shares owned by NR-SOF. | |
| (c) | Except as otherwise set forth herein, there have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days.
On January 5, 2026, NR-SOF received 2,728,968 Shares upon the cashless exercise of 3,499,289 Warrants.
On February 20, 2026, NR-SOF converted 2,709 shares of Series G Preferred into 1,260,000 Shares at the conversion price of $2.15 per Share.
On February 20, 2026, NR-SOF sold 218,811 Shares at a weighted average price of $13.18 per share, or $2,883,113.24 in the aggregate, in open market sales. The Shares were sold at prices ranging from $13.00 to $13.3019, inclusive.
On February 20, 2026, NR-SOF sold 376,762 Shares at a weighted average price of $12.15 per share, or $4,576,629.24 in the aggregate, in open market sales. The Shares were sold at prices ranging from $11.92 to $12.6577, inclusive.
On February 23, 2026, NR-SOF sold 6,500 Shares at a weighted average price of $12.01 per share, or $78,074.13 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.0038 to $12.05, inclusive.
On February 24, 2026, NR-SOF sold 131,281 Shares at a weighted average price of $12.02 per share, or $1,577,640.14 in the aggregate, in open market sales. The Shares were sold at prices ranging from $12.00 to $12.0214, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the ranges set forth in this Item 5(c). | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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