LIGHTPATH TECHNOLOGIES INC 8-K

What Happened

• LightPath Technologies, Inc. (through its wholly owned subsidiary Amorphous Materials, LLC) entered into and closed an Asset Purchase Agreement to acquire substantially all assets and assume certain liabilities of Amorphous Materials, Inc., a business that compounds and melts chalcogenide glasses for third‑party manufacturers. The Transaction closed on January 21, 2026.
• Total consideration will not exceed $10.0 million: a $7.0 million cash payment at closing and up to $3.0 million in contingent consideration paid in shares of LightPath Class A common stock upon achievement of specified milestones. One milestone was met at closing; Seller received 39,897 shares of LightPath common stock.

Key Details

• Closing date: January 21, 2026.
• Purchase price: $7.0M cash at closing + up to $3.0M contingent stock consideration (up to six tranches of $500k each).
• Contingent consideration paid in company common stock; 39,897 shares issued at closing for the first milestone.
• Seller and certain Seller shareholders agreed to a six‑month lock‑up post‑closing, followed by additional “leak‑out” selling restrictions for a further six months.

Why It Matters

• This is an acquisition (asset purchase) that brings chalcogenide glass compounding/melting capabilities into LightPath’s operations, potentially expanding its manufacturing services and product offerings.
• The deal required $7.0M cash up front and creates up to $3.0M of contingent stock obligations—if milestones are met, that could dilute existing shareholders but delays some payout into future performance.
• The lock‑up and leak‑out restrictions limit near‑term sell pressure from Seller shareholders, which can help stabilize the stock following the transaction.
• Investors should note the contingent obligations and milestone structure as items that may affect future shares outstanding and the company’s cash position.