Other Information
−Removed: During the three months ended September 30, 2023, 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.
+Added: During the six months ended December 31, 2023, 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.
+Added: The Company postponed the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), originally scheduled for November 16, 2023.
+Added: The Company rescheduled the date of the 2023 Annual Meeting to January 31, 2024, at 11:00 a.m.
+Added: Eastern Time.
+Added: The record date for the determination of stockholders entitled to receive notice of and to vote at the 2023 Annual Meeting was the close of business on December 12, 2023.
+Added: If a stockholder wishes to present a proposal at the fiscal year 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”), but the proposal is not intended to be included in the Company’s proxy statement relating to the meeting or nominate a director for election at the 2024 Annual Meeting, the stockholder must give advance notice to the Company prior to the deadline for such meeting determined in accordance with our Bylaws (the “Bylaw Deadline”).
+Added: Under our Bylaws, in order for a proposal to be timely, it must be received by us no earlier than 120 days prior to the anniversary of the 2023 Annual Meeting, or October 3, 2024, and no later than 90 days prior to the anniversary date of the 2023 Annual Meeting, or November 2, 2024.
+Added: If a stockholder gives notice of such a proposal after the Bylaw Deadline, the stockholder will not be permitted to present the proposal to the stockholders for a vote at the meeting or nominate a director for election at the meeting.
+Added: Finally, the deadline for providing notice to the Company under Rule 14a-19, the SEC’s universal proxy rule, of a stockholder’s intent to solicit proxies in support of nominees submitted under the Company’s advance notice bylaws for our 2024 Annual Meeting is November 2, 2024.
+Added: Because the date of the 2024 Annual Meeting is expected to change by more than 30 days from the anniversary of our 2023 Annual Meeting, the deadline for submitting a stockholder proposal under Rule 14a-8 is a “reasonable time” before we begin to print and distribute our proxy materials for the 2024 Annual Meeting.
+Added: As previously disclosed, at this time we expect to hold our 2024 Annual Meeting on or about November 15, 2024, and expect to print and distribute the proxy materials for such meeting commencing on or about October 3, 2024.
+Added: We are requesting at this time that any stockholder proposals for inclusion in the fiscal year 2024 proxy materials be submitted no later than June 8, 2024.
+Added: The actual date of the 2024 Annual Meeting has not been determined and it is within the discretion of the Board to choose the date of such meeting, which will be publicly announced when it has been determined.
+Added: Additionally, in accordance with our Bylaws, in order for a proposal to be timely when an annual meeting has been changed by more than 30 days before or after the anniversary date of the prior year’s annual meeting, it must be received by us no later than 10 days after the day on which we first publicly announce the date of such annual meeting.
+Added: When the 2024 Annual Meeting date is determined, we will announce the deadlines for such proposals in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.
+Added: If a stockholder fails to meet these deadlines or fails to satisfy the requirements of SEC Rule 14a-4, the persons named as proxies will be allowed to use their discretionary voting authority to vote on any such proposal or nomination as they determine appropriate if and when the matter is raised at the 2024 Annual Meeting.
The following exhibits are filed herewith as a part of this report.
6 unchanged sentences
000-27548) filed with the Securities and Exchange Commission on September 10, 2020, and is incorporated herein by reference thereto.
−Removed: Certificate of Designation of Series A Preferred Stock of LightPath Technologies, Inc., filed July 9, 1997 with the Secretary of State of Delaware, which was filed as Exhibit 3.4 to our Annual Report on Form 10-KSB40 filed with the Securities and Exchange Commission on September 11, 1997, and is incorporated herein by reference thereto.
+Added: Certificate of Designation of Series A Preferred Stock of LightPath Technologies, Inc., filed July 9, 1997 with the Secretary of State of Delaware, which was filed as Exhibit 3.4 to our Annual Report on Form 10-KSB (File No.
+Added: 000-27548) filed with the Securities and Exchange Commission on September 11, 1997, and is incorporated herein by reference thereto.
Certificate of Designation of Series B Stock of LightPath Technologies, Inc., filed October 2, 1997 with the Secretary of State of Delaware, which was filed as Exhibit 3.2 to our Quarterly Report on Form 10-QSB (File No.
19 unchanged sentences
000-27548) filed with the Securities and Exchange Commission on February 1, 2018, and is incorporated herein by references thereto.
+Added: Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed January 31, 2024 with the Secretary of State of Delaware, which was filed as Exhibit 3.1 to our Current Report on Form 8-K (File No:
+Added: 000-27548) filed with the Securities and Exchange Commission on February 6, 2024, and is incorporated herein by reference thereto.
Second Amended and Restated Bylaws of LightPath Technologies, Inc., which was filed as Exhibit 3.1 to our Current Report on Form 8-K (File No:
16 unchanged sentences
LIGHTPATH TECHNOLOGIES, INC.
−Removed: November 9, 2023
+Added: February 8, 2024 By:
/s/ Shmuel Rubin
President and Chief Executive Officer
−Removed: November 9, 2023
+Added: February 8, 2024
/s/ Albert Miranda
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.