LIGHTPATH TECHNOLOGIES INC

For the period ended Oct 23, 2025. Filed Oct 28, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 23, 2025 · Filed Oct 28, 2025

LPTH$7.06+14.8%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, For use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

LIGHTPATH TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LightPath Technologies, Inc.

Annual Meeting of Stockholders

December 17, 2025

Notice and Proxy Statement

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Wednesday December 17, 2025

Dear Fellow LightPath Stockholders:	October 28, 2025

It is our pleasure to invite you to the Annual Meeting of Stockholders (the “Annual Meeting”) of LightPath Technologies, Inc. (the “Company”). The Annual Meeting will be held on Wednesday, December 17, 2025, at 11:00 a.m. ET in a virtual meeting format only. There will be no physical location for stockholders to attend the Annual Meeting. Stockholders will be able to listen, vote, and submit questions, regardless of their physical location, via the internet athttps://web.viewproxy.com/lightpath/2025 by using the virtual control number included in your notice regarding the availability of proxy materials, proxy card (printed in the box and marked by the arrow) and the instructions that accompanied your proxy materials. If you plan to participate in the virtual Annual Meeting, please see the Instructions for the Virtual Annual Meeting section in the attached Proxy Statement.

The purpose of the Annual Meeting is to vote on the following:

1.	To elect three Class I Directors to our Company’s Board of Directors to hold office until the fiscal year 2029 Annual Meeting of Stockholders;
2.	To hold a stockholder advisory vote on the compensation of our named executive officers disclosed in this 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 (the “say-on-pay vote”);
3.	To approve Amendment No. 2 to the 2018 Stock and Incentive Compensation Plan (the “2018 SICP”) increasing the number of shares available for future grants thereunder by 2,500,000 shares of Class A Common Stock (the “Plan Amendment”);
4.	To ratify the appointment of BDO USA, P.C. (“BDO”), as our independent registered public accounting firm for the fiscal year ending June 30, 2026; and
5.	To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Only stockholders of record at the close of business on October 24, 2025, will be entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof. The enclosed Notice and Proxy Statement contain details concerning the foregoing items and any other business to be conducted at the Annual Meeting, as well as information on how to vote your shares. Other detailed information about us and our operations, including our audited financial statements, are included in our fiscal year 2025 Annual Report on Form 10-K (the “Annual Report”). We urge you to read and consider these documents carefully.

iii

Your vote is very important. Whether or not you expect to participate in the Annual Meeting, we urge you to cast your vote and submit your proxy in advance of the Annual Meeting. Unless you plan to vote at the Annual Meeting, your vote must be received by 11:59 pm EST, on December 16, 2025. You can vote by internet, telephone, or mail as follows:

By InternetVisithttps://web.viewproxy.com/lightpath/2025	By PhoneCall the telephone number on your proxy card, voting instruction form, or notice	By MailSign, date, and return the enclosed proxy card or voting instruction form

If you have any questions or require any assistance with voting your shares, please contact Albert Miranda at 1-800-472-3486 ext. 362, oramiranda@lightpath.com. Thank you for your continued support of LightPath Technologies, Inc.

Sincerely,
	/s/ Shmuel Rubin
	Shmuel RubinPresident & Chief Executive Officer, Director
	/s/ M. Scott Faris
	M. Scott FarisChair of the Board

2603 Challenger Tech Court, Suite 100 * Orlando, Florida USA 32826 * 407-382-4003

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 17, 2025.

We intend to mail a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and Annual Report for the year ended June 30, 2025 on or about October 30, 2025.

**Our proxy statement and Annual Report are available online at:**https://web.viewproxy.com/lightpath/2025

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE PROPOSAL	1
PROPOSAL 1 – ELECTION OF DIRECTORS	8
CORPORATE GOVERNANCE	12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	17
EXECUTIVE COMPENSATION	19
DIRECTOR COMPENSATION	28
PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	36
PROPOSAL 3 - APPROVAL OF AMENDMENT NO. 2 TO THE 2018 SICP INCREASING THE NUMBER OF SHARES AVAILABLE FOR FUTURE GRANTS THEREUNDER BY 2,500,000 SHARES	37
PROPOSAL 4 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	42
AUDIT COMMITTEE REPORT	43
OTHER BUSINESS	44
APPENDIX A	45

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AT 11:00 A.M. ET ON DECEMBER 17, 2025

This Proxy Statement, and the enclosed proxy card, is solicited by the Board of Directors (the “Board”) of LightPath Technologies, Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, December 17, 2025, at 11:00 a.m. ET, or at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast to enable our stockholders to participate from anywhere. You will be able to virtually attend the Annual Meeting by registering athttps://web.viewproxy.com/lightpath/2025**. We request that registrations be completed by 11:59 p.m. ET on December 16, 2025.**

References in this Proxy Statement to “LightPath,” “we,” “us,” “our,” or the “Company” refers to LightPath Technologies, Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

WEDNESDAY, DECEMBER 17, 2025.

This Proxy Statement and the enclosed proxy card are all available on our website atwww.lightpath.com. With respect to the Annual Meeting and all of our future stockholder meetings, please contact Albert Miranda at 1-800-472-3486 ext. 362, oramiranda@lightpath.com, to request a copy of the proxy statement or proxy card, or to obtain information regarding such meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our principal executive offices for at least ten days prior to the Annual Meeting and at the Annual Meeting. A stockholder may examine the list for any legally valid purpose related to the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on or that can be accessed through our website is not intended to be incorporated by reference into this Proxy Statement.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.