Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 15, 2018
Date of Report (Date of earliest event reported)
LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-27548
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86-0708398
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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2603 Challenger Tech Court, Suite 100
Orlando, Florida 32826
(Address of principal executive office, including zip
code)
(407) 382-4003
(Registrant’s telephone number, including area
code)
____________________________________________
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17CFR240.14a-12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging
growth company [___]
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
[__]
LightPath Technologies, Inc.
Form 8-K
Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On November 15, 2018, the Board of Directors (the
“Board”) of LightPath Technologies, Inc. (the
“Company,” “we,” “us,” or
“our”) appointed Joseph Menaker to serve on the Board
effective immediately. Dr. Menaker was appointed to fill a vacancy
created by our Board to expand the size of our Board from seven to
eight directors. Dr. Menaker will serve as a Class I director until
our annual stockholders’ meeting proposed to be held in
fiscal 2020, and until his successor is elected and
qualified.
The Board evaluated Dr. Menaker’s independence in accordance
with the independence standards for directors set forth in Rule
5605(a)(2) of the NASDAQ Listing Rules (the “NASDAQ
Standards”), and affirmatively determined that Dr. Menaker
does not qualify as an independent director because of compensation
paid to Dr. Menaker by us in his previous role as a consultant and
amounts paid to Dr. Menaker by us under the Sellers Note (as
defined below). Dr. Menaker has been appointed to serve on the
Finance Committee.
Dr. Menaker, age 61, previously served as a consultant to the Board
beginning in March 2018 until his appointment to the Board, and
prior to that was a consultant to the Company beginning in December
2016. From 1998 to 2016, he served as President of ISP Optics
Corporation and as a director of its wholly owned subsidiary, ISP
Optics Latvia (collectively, “ISP”) until acquired by
us in December 2016. Dr. Menaker is a graduate of Latvian State
University, where he received his Bachelor and Master of Science
degrees in Economics. In 1985, Dr. Menaker received a Doctor of
Philosophy degree in Economics from Leningrad Institute of Finance
and Economics. He co-founded UAV Factory in Latvia in 2009 and
continues to serve as a director. UAV Factory is a leading
manufacturer of unmanned aerial vehicles. He also serves as a board
member for Tsal Kaplun Foundation, a non-profit organization. Dr.
Menaker’s expertise gained in various roles in financial
management, international operations, manufacturing of infrared
optics and their applications for over thirty years, coupled with
his knowledge gained as a researcher and analyst in economics
provide invaluable knowledge to our Board and qualify him for
service as one of our directors.
There is no arrangement or understanding between Dr. Menaker and
any other person pursuant to which Dr. Menaker was appointed as one
of our directors.
Since July 1, 2017, the beginning of our last fiscal year, Dr.
Menaker was party to the following transactions required to be
disclosed pursuant to Item 404(a) of Regulation S-K promulgated by
the Securities and Exchange Commission:
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Consulting Agreement
– Pursuant to that certain
Consulting Agreement dated June 22, 2017, by and between Dr.
Menaker and us, we paid the monthly sum of $7,200 during each month
beginning in July 2017 until the agreement expired pursuant to its
terms in December 2017, as compensation for certain consulting
services provided by Dr. Menaker.
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Board Consultant
– Pursuant to that certain
Consulting Agreement dated March 22, 2018, by and between Dr.
Menaker and us, in August 2018, we paid Dr. Menaker the sum of
$9,000 as compensation for services provided as a consultant to the
Board.
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Sellers Note
- On December 21, 2016, we issued to
Dr. Menaker and Mark Lifshotz a promissory note in the aggregate
principal amount of $6 million (the “Sellers Note”) in
connection with the acquisition of ISP. The Sellers Note had a
five-year term. Pursuant 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 accrued on only the
principal amount of the Sellers Note in excess of $2.7 million at
an interest rate equal to ten percent (10%) per annum. After the
Initial Period, interest would have accrued 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. In
December 2017, we paid Dr. Menaker approximately $75,180 in accrued
but unpaid interest in connection with the Sellers Note. On January
16, 2018, we entered into a Note Satisfaction and Securities
Purchase Agreement (the “Note Satisfaction Agreement”)
with Dr. Menaker and Mr. Lifshotz, pursuant to which we satisfied
the Sellers Note in full by (i) converting 39.5% of the outstanding
principal amount of the Sellers Note into shares of our Class A
common stock and (ii) paying the remaining 60.5% of the outstanding
principal amount of the Sellers Note, plus all accrued but unpaid
interest, in cash to Dr. Menaker and Mr. Lifshotz. In connection
therewith, we paid to Dr. Menaker approximately $1.74 million in
cash and issued 483,604 shares of our Class A common stock at a
price per share of $2.33.
Dr. Menaker will be compensated for his service on our Board as
generally described for all directors in our Proxy Statement for
our fiscal 2019 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on October 1, 2018.
A press release announcing Dr. Menaker’s appointment is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Also, on November 15, 2018, we held our Annual Meeting of
Stockholders (the “Meeting”), at which our stockholders
approved and adopted the Company’s 2018 Omnibus Incentive
Plan (the “Plan”) as discussed further under Item 5.07
of this Current Report on Form 8-K. Our Board previously approved
the Plan on August 30, 2018.
The Plan is described in more detail in our Definitive Proxy
Statement for the Meeting, which was filed with the Securities and
Exchange Commission on October 1, 2018 (the “Proxy
Statement”) under the heading “Proposal 2 –
Approval of the 2018 Omnibus Incentive Plan.” The
descriptions and summaries contained in the Proxy Statement are
incorporated herein by reference, do not purport to be complete,
and are qualified in their entirety by reference to the full text
of the Plan, which is attached hereto as Exhibit 10.1.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
A total of 25,773,605 shares of Class A common stock were issued
and outstanding as of the record date of the Meeting, September 17,
2018, and a total of 23,408,338 shares of Class A common stock were
present or represented by proxy and voted at the Meeting,
constituting a quorum. The following proposals were voted on at the
Meeting, as described in greater detail in the Proxy
Statement:
Proposal 1 – To elect Class II directors to the
Company’s Board of Directors. Our stockholders duly elected Mr. Khan, Dr.
Brueck, and Mr. Faris by at least a plurality of the votes cast, to
serve until his successor is elected and qualified or until his
earlier resignation or removal. The results of the voting were as
follows:
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Sohail
Khan
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10,023,944
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1,204,594
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12,179,800
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Dr.
Steven Brueck
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10,200,083
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1,028,455
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12,179,800
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M.
Scott Faris
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10,508,986
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719,552
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12,179,800
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Proposal 2 – To approve the 2018 Omnibus Incentive
Plan. Our stockholders approved
the Plan. The results of the voting were as
follows:
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10,333,627
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417,384
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423,527
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12,179,800
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Proposal 3 – To hold a stockholder advisory vote on the
compensation of our named executive officers disclosed in the Proxy
Statement under the section titled “Executive
Compensation,” including the compensation tables and other
narrative executive compensation disclosures therein, required by
Item 402 of Securities and Exchange Commission Regulation
S-K. Our stockholders approved,
on a non-binding, advisory basis, the executive compensation of the
Company’s named executive officers. The results of the voting
were as follows:
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10,266,368
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501,408
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460,762
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12,179,800
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Proposal 4 – To ratify the selection of Moore Stephens
Lovelace, P.A. as the Company’s independent registered public
accounting firm. Our
stockholders ratified the selection of Moore Stephens Lovelace,
P.A. as our independent registered public accounting firm. The
results of the voting were as follows:
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23,225,994
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105,840
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76,504
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ITEM 7.01 REGULATION FD DISCLOSURE.
We gave a presentation at the Meeting. A copy of the presentation
is on our website at www.lightpath.com/investor.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
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Exhibit No.
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Description
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2018
Omnibus Incentive Plan
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Press
Release dated November 19, 2018
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this Report to be
signed in its behalf by the undersigned, thereunto duly
authorized.
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LIGHTPATH
TECHNOLOGIES, INC.
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Dated:
November 19, 2018
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By:
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/s/
Donald O. Retreage, Jr.
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Donald O. Retreage, Jr.
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Chief Financial Officer
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