Item 5. Other Information
Item 5. Other Information
(a) On March 23, 2026 ( the “Grant Date”), the Company’s Board of Directors approved equity awards to Shmuel Rubin, the Company’s Chief Executive Officer, and Albert Miranda, the Company’s Chief Financial Officer, under the Company’s 2018 Stock and Incentive Compensation Plan (the “Plan”).
Restricted Stock Unit Awards
Pursuant to these approvals, (i) Mr. Rubin received an award of 375,000 restricted stock units and (ii) Mr. Miranda received an award of 75,000 restricted stock units. The restricted stock units vest in three equal annual installments, subject to continued service through the applicable vesting dates.
Option Awards
Pursuant to these approvals, (i) Mr. Rubin received an option to purchase up to a maximum of 2,550,000 shares of Common Stock that could be earned over a five -year performance period following the Grant Date and (ii) Mr. Miranda received an option to purchase up to a maximum of 425,000 shares of Common Stock that could be earned over a three -year performance period following the Grant Date, each subject to the achievement of certain performance targets set forth in the applicable award agreements. Such awards are intended to align management’s incentives with the creation of long-term stockholder value and to incentivize the achievement of extraordinary growth in the Company’s revenue and operating profitability relative to the Company’s historical growth rates. The Company determined that structuring the award with performance-based vesting conditions tied to substantial increases in revenue and adjusted EBITDA growth appropriately links potential realizable value to the Company’s financial performance and stockholder returns.
The option award will vest, if at all, in tranches based on the achievement of specified revenue and adjusted EBITDA targets at multiple levels, with vesting at each level conditioned on the Company satisfying both applicable revenue and adjusted EBITDA criteria. Vesting begins only upon the attainment of a threshold that reflects a substantial multiple of the Company’s current revenue and a corresponding meaningful increase in adjusted EBITDA, with only a small portion of the maximum option amount eligible to vest at such initial level. The vast majority of the award is conditioned on the achievement of significantly higher performance thresholds.
The stock options have an exercise price of $10.53 per share and have a term of 10 years from the date of grant.
The awards are subject to the terms of the Plan and the applicable award agreements, including provisions regarding termination of service, change in control, and other customary terms.
The foregoing summary of awards are subject to, and qualified in their entirety by, the full text each of the restricted stock unit award agreement and option award agreement, the full text of the form of award agreements incorporated herein by reference.
(c) During the nine months ended March 31, 2026 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.
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Item 6. Exhibits
The following exhibits are filed herewith as a part of this report.
Exhibit Number
Description
10.1
Asset Purchase Agreement, dated January 20, 2026, by and among LightPath Technologies, Inc., Amorphous Materials, LLC, a Delaware limited liability company, Amorphous Materials, Inc., a Texas corporation and other parties thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No: 000-2758) filed with the Securities and Exchange Commission on January 23, 2026, and is incorporated herein by reference thereto.
10.2*
Form of Restricted Stock Unit Agreement
10.3*
Form of Stock Option Award Agreement
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code
101.INS
Inline XBRL Instance Document *
101.SCH
Inline XBRL Taxonomy Extension Schema Document *
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document *
104
Cover Page Interactive Data File – formatted in Inline XBRL and contained in Exhibit 101 *
*filed herewith
**furnished, not filed
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LIGHTPATH TECHNOLOGIES, INC.
Date: May 7, 2026
By:
/s/ Shmuel Rubin
Shmuel Rubin
President and Chief Executive Officer
Date: May 7, 2026
By:
/s/ Albert Miranda
Albert Miranda
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.