LIGHTPATH TECHNOLOGIES, INC. (NASDAQ:LPTH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 2.01 of this Current Report on
Form 8-K is incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of
Assets.

On December 21, 2016, LightPath Technologies, Inc. (the Company)
completed its previously announced acquisition (the Closing) of
all of the outstanding shares of common stock of ISP Optics
Corporation (ISP) to the Stock Purchase Agreement, dated as of
August 3, 2016 (the SPA), by and among the Company, ISP, and
Joseph Menaker and Mark Lifshotz (the ISP Stockholders). ISP has
one wholly-owned subsidiary, ISP Optics Latvia, SIA, a limited
liability company formed under the laws of the Republic of Latvia
(ISP Lativa). The Companys entry into the SPA was previously
reported on a Current Report on Form 8-K dated August 3, 2016, as
filed with the Security and Exchange Commission on August 8,
2016.

The purchase price paid by LightPath was approximately
$18,000,000, and was paid in a combination of cash (the Cash
Amount) and a five-year promissory note in the aggregate
principal amount of $6 million in favor of the Sellers (the
Sellers Note). The Cash Amount was paid using the net proceeds
the Company received as a result of its recent public offering of
its Class A common stock and the proceeds from an acquisition
term loan (the Loan) from Avidbank (the Lender) in the aggregate
principal amount of $5 million.

to the Sellers Note, during the period commencing on December 21,
2016 (the Issue Date) and continuing until the fifteen month
anniversary of the Issue Date (the Initial Period), interest will
accrue on only the principal amount of the Sellers Note in excess
of $2,700,000 at an interest rate equal to ten percent (10%) per
annum. After the Initial Period, interest will accrue on the
entire unpaid principal amount of the Sellers Note from time to
time outstanding, at an interest rate equal to ten percent (10%)
per annum. Interest is payable semi-annually in arrears. The term
of the Sellers Note is five years, and any unpaid interest and
principal, together with any other amounts payable under the
Sellers Note, is due and payable on the maturity date. The
Company may prepay the Sellers Note in whole or in part without
penalty or premium. If the Company does not pay any amount
payable when due, whether at the maturity date, by acceleration,
or otherwise, such overdue amount will bear interest at a rate
equal to twelve (12%) per annum from the date of such non-payment
until the Company pays such amount in full.

In addition, upon the occurrence of a payment default, or any
other event of default, such as a bankruptcy event or a change of
control of the Company, the entire unpaid and outstanding
principal balance of the Sellers Note, together with all accrued
and unpaid interest and any and all other amounts payable under
the Sellers Note, will immediately be due and payable.

On December 21, 2016, the Company and ISP also entered into the
Second Amended and Restated Loan and Security Agreement (the LSA)
with the Lender for the Loan and a working capital revolving line
of credit (the Revolving Line). The LSA amends and restates that
certain Loan and Security Agreement between the Company and the
Lender dated September 30, 2013, as amended and restated to that
certain Amended and Restated Loan and Security Agreement dated as
of December 23, 2014, and as further amended to that certain
First Amendment to Amended and Restated Loan and Security
Agreement dated as of December 23, 2015.

The Loan is for a five-year term. to the LSA, interest on the
Loan accrues starting on December 21, 2016 and is paid monthly
for the first six months of the term of the Loan. Thereafter,
both principal and interest is due and payable in fifty-four (54)
monthly installments. The Loan bears interest at a per annum rate
equal to two percent (2.0%) above the Prime Rate; provided,
however, that at no time shall the applicable rate be less than
five and one-half percent (5.50%) per annum. Prepayment by the
Company is permitted; however, the Company must pay a prepayment
fee in an amount equal to (i) 1% of the principal amount of the
Loan if prepayment occurs on or prior to December 21, 2017, or
(ii) 0.75% of the principal amount of the Loan if such prepayment
occurs after December 21, 2017 but on or prior to December 21,
2018, or (iii) 0.50% of the principal amount of the Loan if such
prepayment occurs after December 21, 2018 but on or prior to
December 21, 2019, or (iv) 0.25% of the principal amount of the
Loan if such prepayment occurs after December 21, 2019 but on or
prior to December 21, 2020.

to the LSA, the Lender will, in its discretion, make loan
advances under the Revolving Line to the Company up to a maximum
aggregate principal amount outstanding not to exceed the lesser
of (i) One Million Dollars ($1,000,000) or (ii) eighty percent
(80%) (the Maximum Advance Rate) of the aggregate balance of the
Companys eligible accounts receivable, as determined by Lender in
accordance with the LSA. The Lender may, in its discretion, elect
to not make a requested advance, determine that certain accounts
are not eligible accounts, change the Maximum Advance Rate or
apply a lower advance rate to particular accounts and terminate
the LSA.

Amounts borrowed under the Revolving Line may be repaid and
re-borrowed at any time prior to December 21, 2017, at which time
all amounts shall be immediately due and payable. The advances
under the Revolving Line bear interest, on the outstanding daily
balance, at a per annum rate equal to one percent (1%) above the
Prime Rate; provided, however, that at no time shall the
applicable rate be less than four and one-half percent (4.50%)
per annum. Interest payments are due and payable on the last
business day of each month. Payments received with respect to
accounts upon which advances are made will be applied to the
amounts outstanding under the LSA.

The Companys obligations under the LSA are secured by a first
priority security interest (subject to permitted liens) in cash,
US inventory and accounts receivable. In addition, the Companys
wholly-owned subsidiary, Geltech, Inc. (Geltech) has guaranteed
the Companys obligations under the LSA.

The LSA contains customary covenants, including, but not limited
to: (i) limitations on the disposition of property; (ii)
limitations on changing the Companys business or permitting a
change in control; (iii) limitations on additional indebtedness
or encumbrances; (iv) restrictions on distributions; and (v)
limitations on certain investments.

Late payments are subject to a late fee equal to the lesser of
five percent (5%) of the unpaid amount or the maximum amount
permitted to be charged under applicable law. Amounts outstanding
during an event of default accrue interest at a rate of five
percent (5%) above the interest rate applicable immediately prior
to the occurrence of the event of default. The LSA contains other
customary provisions with respect to events of default, expense
reimbursement, and confidentiality.

The foregoing description of the Sellers Note and LSA does not
purport to be complete and is qualified in its entirety by
reference to the Sellers Note, LSA, Guaranty, and Joinder
Agreement, copies of which are filed as Exhibit 10.1, Exhibit
10.2, Exhibit 10.3, and Exhibit 10.4, respectively, to this
Current Report on Form 8-K and are incorporated herein by
reference.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant

The information set forth above in Item 2.01 of this Current
Report on Form 8-K is incorporated by reference herein.

Item 8.01 Other Events

On December 21, 2016, the Company issued a press release
announcing the Closing. The press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.

Item 9.01 Exhibits

See Exhibit Index.

About LIGHTPATH TECHNOLOGIES, INC. (NASDAQ:LPTH)

LightPath Technologies, Inc. is a manufacturer and integrator of families of precision molded aspheric optics, fiber-optic collimator, GRADIUM glass lenses and other optical materials used to produce products that manipulate light. The Company designs, develops, manufactures and distributes optical components and assemblies utilizing the optical processes and manufacturing technologies. The Company also performs research and development for optical solutions for the traditional optics markets and communications markets. The Company’s products are incorporated into a range of applications by its customers in various industries, including defense products, medical devices, laser aided industrial tools, automotive safety applications, barcode scanners, optical data storage, hybrid fiber coax datacom, telecommunications, machine vision and sensors.

LIGHTPATH TECHNOLOGIES, INC. (NASDAQ:LPTH) Recent Trading Information

LIGHTPATH TECHNOLOGIES, INC. (NASDAQ:LPTH) closed its last trading session up +0.01 at 1.62 with 614,061 shares trading hands.