LIGHTPATH TECHNOLOGIES, INC. (NASDAQ:LPTH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Note Satisfaction and Securities Purchase Agreement

On January 16, 2018, LightPath Technologies, Inc. (the “Company”) entered into a Note Satisfaction and Securities Purchase Agreement (the “Note Satisfaction Agreement”) with Joseph Menaker and Mark Lifshotz (the “Noteholders”). to that certain Stock Purchase Agreement, dated August 3, 2016 (the “ISP Purchase Agreement”), by and among the Company, the Noteholders, and ISP Optics Corporation, a New York corporation (“ISP”), the Company purchased from the Noteholders 50% of the issued and outstanding shares of the capital stock of ISP. At the closing of the transactions contemplated by the ISP Purchase Agreement, as partial consideration for the shares of ISP, the Company issued to the Noteholders that certain Unsecured Promissory Note, dated as of December 21, 2016, in the original principal amount of $6,000,000 (the “Note”), which principal payment amount was subsequently reduced to $5,704,439, as of March 21, 2017, by letter agreement between the Company and the Noteholders.

to the Note Satisfaction Agreement, the Company and the Noteholders agreed to satisfy the Note in full by (i) converting 39.5% of the outstanding principal amount of the Note into shares of the Company’s Class A common Stock, $0.01 par value per share (the “Common Stock”), and (ii) paying the remaining 60.5% of the outstanding principal amount of the Note, plus all accrued but unpaid interest, in cash to the Noteholders. As of January 16, 2018, the outstanding principal amount of the Note was $5,707,183.06, and there was $20,883.22 in accrued but unpaid interest thereon (collectively, the “Note Satisfaction Amount”). Accordingly, the Company paid approximately $3,453,582 plus all accrued but unpaid interest on the Note, in cash (the “Cash Payment”) and issued 967,208 shares of Common Stock (the “Shares”), which represents the balance of the Note Satisfaction Amount divided by the Conversion Price (as defined below). The “Conversion Price” equaled $2.33, representing the average closing bid price of the Common Stock, as reported by Bloomberg for the five (5) trading days preceding January 16, 2018. The Cash Payment was paid using approximately $600,000 cash on hand and approximately $2.9 million in proceeds from an acquisition term loan (as discussed below) from Avidbank (the “Lender”). As of January 16, 2018, the Note is deemed satisfied in full and terminated.

The Shares issued to the Noteholders are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), to Section 4(a)(2) of the Act (in that the Shares were issued by the Company in a transaction not involving any public offering), and to Rule 506 of Regulation D as promulgated by the Securities and Exchange Commission (the “SEC”) under the Act. The Shares are restricted securities that have not been registered under the Act and may not be offered or sold absent registration or applicable exemption from the registration requirements.

Registration Rights Agreement

In connection with the Note Satisfaction Agreement, the Company and the Noteholders also entered into a Registration Rights Agreement dated January 16, 2018, to which the Company agreed to file with the SEC by February 15, 2018, and to cause to be declared effective, a registration statement to register the resale of the Shares issued to partially pay the Note Satisfaction Amount.

Second Amendment to Second Amended and Restated Loan and Security Agreement

On January 16, 2018, the Company entered into a Second Amendment to Second Amended and Restated Loan and Security Agreement (the “Second Amendment”) relating to its previously disclosed acquisition term loan (the “Loan”) and working capital revolving line of credit (the “Revolving Line”) to that certain Second Amended and Restated Loan and Security Agreement, dated December 21, 2016 (the “LSA”) with the Lender. The description of the LSA, the Loan, and the Revolving Line set forth under Items 1.01, 2.01, and 2.03 in the Company’s Current Report on Form 8-K dated December 21, 2016, and the description of the First Amendment to Second Amended and Restated Loan and Security Agreement (the “First Amendment”) set forth under Items 1.01 and 2.03 in the Company’s Current Report on Form 8-K dated December 20, 2017, are incorporated by reference herein.

to the Second Amendment, the Lender paid a single cash advance to the Company in an original principal amount of $7,294,000 (the “Term II Loan”). The proceeds of the Term II Loan were used to repay all amounts owing with respect to the Loan, with the remainder used to repay the amounts owing under the Note. As of January 16, 2018, the Loan is deemed satisfied in full and terminated. The Term II Loan is for a five-year term. to the Second Amendment, interest on the Term II Loan accrues starting on January 16, 2018 and both principal and interest is due and payable in sixty (60) monthly installments beginning on the tenth day of the first month following the date of the Second Amendment (or February 10, 2018), and continuing on the same day of each month thereafter for so long as the Term II Loan is outstanding. The Term II 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) 0.75% of the Excess Prepayment Amount if prepayment occurs on or prior to January 16, 2019, or (ii) 0.5% of the Excess Prepayment Amount if prepayment occurs after January 16, 2019 but on or before January 16, 2020, or (iii) 0.25% of the Excess Prepayment Amount if prepayment occurs after January 16, 2020 but on or prior to January 16, 2021, or (iv) 0.10% of the Excess Prepayment Amount if such prepayment occurs after January 16, 2021 but on or prior to January 16, 2022. For purposes of the Second Amendment, the “Excess Prepayment Amount” equals the amount of the Term II Loan being prepaid in excess of $2,850,000.

The Second Amendment amends, among other items, (1) the definition of “Adjusted EBITDA” to provide additional adjustments related to (i) stock-based compensation expenses, (ii) non-cash expenses (income) related to the change of the fair value of warrant liabilities or the subordinated debt owed under the Seller Note (as defined in the LSA), (iii) foreign currency translation loss, and (iv) one-time transaction expenses in connection with the acquisition of ISP (not to exceed $50,000 for the trailing twelve month period ending in December 31, 2017) and (2) the maturity date of the Revolving Line from March 21, 2018 to December 21, 2018.

The foregoing descriptions of the Note Satisfaction Agreement, the Registration Rights Agreement, and the Second Amendment are summaries only, and are qualified in their entirety by reference to the complete text of the Note Satisfaction Agreement, the Registration Rights Agreement, and the Second Amendment attached hereto as Exhibits 10.1, 10.2, and 10.3.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

The information set forth under Item 1.01 above is incorporated by reference into this Item 3.02.

On January 16, 2018, the Company issued a press release announcing that it had entered into the transactions described above. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in Exhibit 99.1 shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by the Company under the Act and the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

LIGHTPATH TECHNOLOGIES INC Exhibit
EX-10.1 2 ex10-1.htm NOTE SATISFACTION AND SECURITIES PURCHASE AGREEMENT   LIGHTPATH TECHNOLOGIES,…
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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.