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

Item 1.01. Entry into a Material Definitive Agreement

On December 16, 2016, LightPath Technologies, Inc. (the Company,
we, us, or our) entered into an Underwriting Agreement (the
Underwriting Agreement) with Roth Capital Partners, LLC (Roth
Capital), as the representative of the several underwriters
identified therein (collectively, the Underwriters), relating to
a firm commitment offering of 7,000,000 shares of the Companys
Class A Common Stock, par value $0.01 per share (the Common
Stock), at a public offering price of $1.21 per share. Under the
terms of the Underwriting Agreement, we also granted the
Underwriters an option, exercisable for 45 days, to purchase up
to an additional 1,000,000 shares of Common Stock to cover any
over-allotments. The Underwriters have fully exercised this
option.

After deducting underwriting discounts and commissions and
estimated offering expenses, we expect to realize net proceeds of
approximately $8.85 million, which includes the full exercise of
the Underwriters over-allotment option. We intend to use the net
proceeds from the offering to provide funds for a portion of the
purchase price of our acquisition of ISP Optics Corporation
payable in cash as well as to pay transaction expenses and other
costs in connection with the acquisition. In the event that we
have proceeds remaining after payment of the cash amount of the
purchase price and associated transaction expenses and other
costs, we intend to use the proceeds for general corporate
purposes.

The offering of the shares of Common Stock is being made to our
registration statement on Form S-1, as amended (Registration No.
333-213860), which the Securities and Exchange Commission
declared effective on December 15, 2016, and the final prospectus
dated December 16, 2016. The closing of the offering is scheduled
for December 21, 2016.

The Underwriting Agreement contains customary representations,
warranties, covenants, agreements, and indemnification, including
for liabilities under the Securities Act of 1933, as amended. In
addition, to the terms of the Underwriting Agreement, we, each of
our directors and executive officers, and one of our greater than
5% stockholders have entered into lock-up agreements with the
Underwriters that generally prohibit the sale, transfer, or other
disposition of our securities for a period of 120 days following
the closing of the offering without the prior written consent of
Roth Capital.

The foregoing description of the Underwriting Agreement is not
complete and is qualified by reference to the complete document,
a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K, and is incorporated herein by reference. The provisions
of the Underwriting Agreement, including the representations,
warranties, covenants, and agreements contained therein, were
made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such
agreement, and may be subject to limitations agreed upon by the
contracting parties.

Item 8.01. Other Events

On December 16, 2016, we issued a press release announcing that
we priced our public offering of 7,000,000 shares of Common
Stock, and an additional 1,000,000 shares of Common Stock to
cover any over-allotments, of which the option to acquire 300,000
shares had been exercised at that time, at a public offering
price of $1.21. 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. Financial Statements and Exhibits

(d) Exhibits

* Filed herewith

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 00.00 at 1.29 with 161,849 shares trading hands.