LightPath Technologies 2027年度股东大会将于12月9日线上举行

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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:

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

Payment of Filing Fee (Check the appropriate box):

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LightPath Technologies, Inc.

Annual Meeting of Stockholders

December 9, 2026

Notice and Proxy Statement

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Wednesday, December 9, 2026

It is our pleasure to invite you to the 2027 Annual Meeting of Stockholders (the “Annual Meeting”) of LightPath Technologies, Inc. (the “Company”). The Annual Meeting will be held on Wednesday, December 9, 2026, 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 at https://web.viewproxy.com/lightpath/2026 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 Annual Meeting, please see the Instructions for the Annual Meeting section in the attached Proxy Statement.

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

Only stockholders of record at the close of business on Thursday, October 15, 2026, 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 2026 Annual Report on Form 10-K (the “Annual Report”). We urge you to read and consider these documents carefully.

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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 p.m. ET, on Tuesday, December 8, 2026. You can vote by internet, telephone, or mail as follows:

If you have any questions or require any assistance with voting your shares, please contact Natalie King at 1-800-472-3486 ext. 346, or [email protected]. Thank you for your continued support of LightPath Technologies, Inc.

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2027 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, DECEMBER 9, 2026.

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 fiscal year ended June 30, 2026 on or about October 27, 2026.

Our proxy statement and Annual Report are available online at: https://web.viewproxy.com/lightpath/2026

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PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

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LIGHTPATH TECHNOLOGIES, INC.

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD AT 11:00 A.M. ET ON WEDNESDAY, DECEMBER 9, 2026

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 2027 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Wednesday, December 9, 2026, 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 at https://web.viewproxy.com/lightpath/2026. We request that registrations be completed by 11:59 p.m. ET on Tuesday, December 8, 2026.

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 9, 2026.

This Proxy Statement and the enclosed proxy card are all available on our website at www.lightpath.com. With respect to the Annual Meeting and all of our future stockholder meetings, please contact Natalie King at 1-800-472-3486 ext. 346, or [email protected], 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.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE PROPOSALS

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own and are entitled to vote. The person you designate is your “proxy,” and, by submitting a proxy card, you give the proxy the authority to vote your shares. The proxy card that is solicited by the Board designates M. Scott Faris, Chair of the Board, and Shmuel Rubin, President and Chief Executive Officer, as proxies for the Annual Meeting.

Why am I receiving these materials?

You are receiving this Proxy Statement and the enclosed proxy card because our Board is soliciting your proxy to vote at the Annual Meeting for the purposes set forth herein. This Proxy Statement provides you with information on the matters to be voted on at the Annual Meeting as well as instructions on how to vote.

We intend to mail this Proxy Statement and accompanying proxy card on or about October 27, 2026, to all stockholders of record entitled to vote at the Annual Meeting.

Who can vote at the Annual Meeting?

You can vote if, as of the close of business on October 15, 2026 (the “Record Date”), you were a stockholder of record of the Company’s Class A common stock (“Class A Common Stock”) or the Company’s Series G Convertible Preferred Stock (“Series G Preferred Stock”), our only classes or series of capital stock issued and outstanding. On the Record Date, there were 70,088,726 shares of Class A Common Stock and 6,493.1 shares of Series G Convertible Preferred Stock issued and outstanding.

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Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote virtually at the Annual Meeting or vote by proxy. Whether or not you plan to participate in the Annual Meeting, we urge you to vote by written proxy, telephone, or the Internet prior to the Annual Meeting to ensure your vote is counted. Even if you vote by proxy, you may still vote at the Annual Meeting. In order to attend the Annual Meeting, you must register at https://web.viewproxy.com/lightpath/2026, using the virtual control number included on your proxy card. We request that all registrations be completed by 11:59 p.m. ET on Tuesday, December 8, 2026.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. If you do not direct your broker how to vote your shares, the broker will be entitled to vote the shares with respect to “discretionary” items but will not be permitted to vote the shares with respect to “non-discretionary” items (resulting in a “broker non-vote”). The ratification of the appointment of our independent registered public accounting firm under Proposal 3 is considered a “discretionary” matter. The election of directors under Proposal 1 and the advisory say-on-pay vote under Proposal 2 are considered “non-discretionary” matters.

You are also invited to participate in the Annual Meeting. However, since you are not the stockholder of record, you must provide a legal proxy from your bank or broker during registration, and you will be assigned a virtual control number in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares during the meeting) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://web.viewproxy.com/lightpath/2026.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Class A Common Stock and each share of Series G Preferred Stock, on an as-converted-to-Class-A-Common-Stock basis, that you owned as of the Record Date.

What am I voting on?

The following matters are scheduled for the Annual Meeting: (i) the election of two Class III Directors to our Board; (ii) an advisory say-on-pay vote; and (iii) the ratification of the selection of BDO as our independent registered public accounting firm. A vote may also be held on any other business as may properly come before the Annual Meeting or any postponement or adjournment thereof, although there is no other business expected to come before the Annual Meeting. 

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What are my voting choices for the items to be voted on at the Annual Meeting and what is the voting requirement to approve each proposal?

¹“Withhold” votes have no effect on Proposal 1 because under plurality voting rules the two director nominees receiving the highest number of “For” votes will be elected.

²Proposal 3 is considered to be a “discretionary” item. Accordingly, if you hold your shares in street name and do not direct your broker how to vote your shares, the broker will be entitled to vote the shares with respect to Proposal 3. As a result, we do not expect any broker non-votes on Proposal 3.  Broker non-votes, if any, will have no effect on Proposal 3.

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Instructions for the Annual Meeting

Participating in the Annual Meeting

The Annual Meeting will be virtual. There will be no physical meeting location. A virtual meeting format offers the same participation opportunities as those opportunities available to stockholders at in-person meetings. Stockholders will be able to listen, vote, and submit questions. To participate in the Annual Meeting, you must register at https://web.viewproxy.com/lightpath/2026. We request that registrations be completed by 11:59 p.m. ET on Tuesday, December 8, 2026, using your desktop or mobile device and entering the virtual control number on your proxy card. If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the Annual Meeting (but will not be able to vote your shares during the meeting) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://web.viewproxy.com/lightpath/2026.

On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in using the personalized link you received via email in your registration confirmation at https://web.viewproxy.com/lightpath/2026.

The Annual Meeting will begin promptly at 11:00 a.m. ET on Wednesday, December 9, 2026. We encourage you to access the virtual meeting website prior to the start time. Online check-in will begin 30 minutes prior to the start of the Annual Meeting. You should allow ample time to ensure your ability to access the meeting.

At management’s discretion, we will hold our question and answer session with management immediately following the conclusion of the Annual Meeting. You may submit a question in advance of the Annual Meeting during the registration process by visiting https://web.viewproxy.com/lightpath/2026. You may also submit a question at any time during the Annual Meeting by typing the questions into the questions box on the screen once the virtual meeting starts. The Chair of the Annual Meeting has broad authority to conduct the meeting in an orderly manner.

What if I have technical difficulties or trouble accessing the Annual Meeting website during the check-in time or during the Annual Meeting?

Technicians will be available to assist you if you experience technical difficulties accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, send an email to [email protected] or call (866) 612-8937 for assistance.

How do I vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote using the following methods:

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Whether or not you plan to participate in the virtual Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still participate in the virtual Annual Meeting and vote electronically if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you can vote as follows:

What if I am a stockholder of record and return a proxy card but do not make specific choices?

You should specify your choice for each matter on the proxy card. If you return a signed and dated proxy card without marking any voting selections, your shares will be voted as follows:

If any other matter is properly presented at the Annual Meeting, your proxy (the individual named on your proxy card) will vote your shares using his or her best judgment.

What if I am a beneficial owner and do not give voting instructions to my broker?

If you fail to complete a proxy card or provide your broker with voting instructions at least ten days before the Annual Meeting, your broker will be unable to vote on the non-discretionary matters (i.e., Proposal 1 and Proposal 2). Your broker may use his or her discretion to cast a vote on any routine or discretionary matter (i.e., Proposal 3).

What is “notice and access” and why did we elect to use it?

We make the proxy materials available to stockholders electronically under the Notice and Access regulations of the Securities and Exchange Commission (the “SEC”). Specifically, most of our stockholders receive a Notice of Internet Availability (“Notice”) instead of a full set of proxy materials in the mail. The Notice explains how to access and review the proxy materials and how to vote at the meeting or by proxy. We believe this method of delivery expedites distribution of proxy materials and also allows us to conserve natural resources and reduce the costs of printing and distributing these materials.

If you received a Notice but would prefer to receive printed copies of the proxy materials in the mail, please follow the instructions in the Notice for requesting such materials. 

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors, officers, and employees may also solicit proxies by mail, in person, by telephone, or by other means of communication. Directors, officers, and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

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What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign, and return each proxy card to ensure that all of your shares are voted.

What is “householding”?

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single proxy statement addressed to those security holders. This process, which is commonly referred to as “householding,” potentially means convenience for security holders and cost savings for companies.

A number of brokers with account holders who are LightPath stockholders will be “householding” our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy statement, please notify your broker and also notify us by sending your written request to Investor Relations, LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida USA 32826 or by calling Investor Relations at 407-382-4003, ext. 346. Stockholders who currently receive multiple copies of the proxy statement at their address and would like to request “householding” of their communications should also contact their broker and notify us in writing or by telephone.

Can I revoke or change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. You may revoke your proxy by:

Who will count votes?

Votes will be counted by the inspector of elections appointed for the Annual Meeting. The inspector of elections will also determine the number of shares outstanding, the voting power of each, the number of shares represented at the Annual Meeting, the existence of a quorum, and whether or not the proxies and ballots are valid and effective.

What is the quorum requirement?

A majority of the issued and outstanding shares of our capital stock entitled to vote at the Annual Meeting must be present at the Annual Meeting (in person or represented by proxy) in order for us to hold the Annual Meeting and conduct business. This is called a quorum. On the Record Date, there were 73,108,763 outstanding shares of our capital stock (including all restricted stock awards at such date) entitled to vote at the Annual Meeting comprised of 70,088,726 outstanding shares of Class A Common Stock and 3,020,037 shares of Series G Preferred Stock on an as-converted-to-Class-A-Common-Stock basis permitted to vote at the Annual Meeting. Thus, 36,554,382 shares of Class A Common Stock and Series G Preferred Stock, on an as-converted basis, must be present at the Annual Meeting (in person or represented by proxy) to have a quorum.

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Your shares will be counted towards the quorum only if you submit a valid proxy or vote electronically at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares entitled to vote and present at the Annual Meeting (virtually or represented by proxy) may adjourn the meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will report the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following such results becoming final.

When are stockholder proposals for the 2028 Annual Meeting due?

Stockholders interested in presenting a proposal to be considered for inclusion in the proxy statement and form of proxy for the fiscal 2028 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), and our Bylaws. To be considered for inclusion, stockholder proposals must be submitted in writing to the Corporate Secretary, LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida USA 32826 before June 30, 2027, which is 120 calendar days prior to the anniversary of the mailing date of this year’s annual meeting proxy statement and must be in compliance with all applicable laws and regulations.

If a stockholder wishes to present a proposal at the fiscal year 2028 annual meeting of stockholders, 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 fiscal year 2028 annual meeting of stockholders, 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”). 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 fiscal year 2027 annual meeting of stockholders, or August 11, 2027, and no later than 90 days prior to the anniversary date of the fiscal year 2027 annual meeting of stockholders, or September 10, 2027. 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. 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 fiscal year 2028 annual meeting of stockholders is October 12, 2027.

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 2028 annual meeting of stockholders.

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PROPOSAL 1 – ELECTION OF DIRECTORS

What Am I Voting On?

Stockholders are being asked to elect two Class III Directors: Ms. Kim Crider and Mr. Shmuel Rubin, to serve for a term ending at the third successive annual meeting of stockholders following this Annual Meeting, or until their successors have been duly elected and qualified.

If any of the nominees becomes unable or unwilling to serve as a director before the Annual Meeting, an event which is not presently expected, the individual named as proxy on the proxy card may exercise discretionary authority to vote for substitute nominees proposed by the Board, or, if no substitute is selected by the Board prior to or at the Annual Meeting, for a motion to reduce the present membership of the Board to the number of nominees available.

Voting Recommendation

FOR the election of each Class III Director nominee.

Board and Committee Composition

Currently, we have eight directors with each director serving until his or her successor is elected and qualified. Our Board is divided into three classes, denoted as Class I, Class II, and Class III, serving staggered three-year terms with one class elected annually. The current term of office for our Class III directors expires at the Annual Meeting, while the term for our Class II Directors expires at the fiscal 2028 annual meeting and the term for our Class I directors expires at the fiscal 2029 annual meeting.

The table below lists each current director, each such director’s committee memberships as of June 30, 2026, the Chair of each Board committee, and each such director’s class.

Name	Class	Audit	Compensation	Finance	Strategy	Nominating & Corporate Governance
Dr. Joseph Menaker	I
Darcie Peck	I
Mark Caylor	I
M. Scott Faris, Chair	II
S. Eric Creviston	II
Thomas Ellis	II
Kim Crider	III
Shmuel Rubin	III
Committee Chair:		Peck	Crider	Caylor	Creviston	Faris

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Biographical and Related Information – Director Nominees, Continuing Directors, and Executive Officers

The following is an overview of the biographical information for each of our director nominees, continuing directors, and executive officers, including their age, the year they became directors or officers, their principal occupations or employment for at least the past five years, and certain of their other directorships.

Nominees for Class III Directors

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Class I Directors

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Executive Officers

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CORPORATE GOVERNANCE

Corporate Codes and Policies

The Board maintains an Amended and Restated Code of Business Conduct and Ethics (the “Code”) that applies to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. The Code is designed to (i) promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. 

The Board also maintains an Amended and Restated Code of Business Conduct and Ethics for Senior Financial Officers (the “Senior Financial Officer Code”), which applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller, accounting manager, and persons performing similar functions. The Senior Financial Officer Code is designed to promote honest and ethical conduct, proper disclosure in our periodic reports, and compliance with applicable laws, rules and regulations.

Copies of the Code and the Senior Financial Officer Code are available on our website at www.lightpath.com, under the “Investors” tab, or may be obtained free of charge by writing to: Corporate Secretary, LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida 32826.

Insider Trading Policy

We have a Guide for Trading in Securities that governs trading activity by directors, officers and employees. Employees and directors are prohibited from selling or buying publicly traded options on LightPath stock, or trading in any LightPath stock derivatives. Additionally, these individuals may not engage in transactions in which they may profit from short-term speculative swings in the value of LightPath stock utilizing “short sales” or “put” or “call” options, and they are prohibited from holding LightPath stock in a margin account or pledging Company securities as collateral for a loan. We believe our Guide for Trading in Securities and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable standards of the Nasdaq Stock Market (“Nasdaq”). In addition, it is the policy of the Company to comply with applicable U.S. securities laws, including laws, rules and regulations related to trading in our securities. A copy of our Guide for Trading in Securities was filed as an exhibit to our Annual Report filed with the SEC for the year ended June 30, 2026.

Director Independence

In accordance with Nasdaq and SEC rules, the Board affirmatively determines the independence of each director and director nominee in accordance with guidelines it has adopted, which include all elements of independence set forth in the Nasdaq listing standards. Based on these standards, the Board has determined that each of the following non-employee directors was “independent” and has no relationship with us, except as one of our directors and stockholders:

Board Attendance

The Board held twelve meetings during the fiscal year ended June 30, 2026. Each director that served for the full fiscal year ending June 30, 2026 attended at least 75% of the aggregate of (1) the total number of meetings of the Board during the period in which he or she was a director, as applicable and (2) the total number of meetings of all Committees on which he or she served during the period in which he was a director.

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It is the policy of the Board to encourage its members to attend our Annual Meeting, but it is not required. All of the Board members at the time of the 2026 annual meeting of stockholders attended the annual meeting.

Board Committees

The Board currently has five standing committees: an Audit Committee, a Compensation Committee, a Finance Committee, a Strategy Committee and a Nominating and Corporate Governance Committee (the “Nominating Committee”).

Audit Committee. The Audit Committee, which as of June 30, 2026, consisted of Darcie Peck (Chair), Dr. Joseph Menaker, and Kim Crider, met six times during fiscal year 2026. The meetings included discussions with management and with our independent registered public accounting firm to discuss our interim and annual consolidated financial statements and our annual report, and the effectiveness of our financial and accounting functions and organization.

The Audit Committee acts pursuant to a written charter adopted by the Board, a copy of which is available on our website at www.lightpath.com under the “Investors” and “Governance” tabs. The Audit Committee’s responsibilities include, among others, engaging and terminating our independent registered public accounting firm, oversight of the independent registered public accounting firm, and determining the compensation for their engagement(s). The Board has determined that the Audit Committee is comprised entirely of independent members as defined under applicable listing standards set out by the SEC and Nasdaq. The Board has also determined that all three members of the Audit Committee are “audit committee financial experts” as defined by SEC rules and qualify as independent in accordance with the Nasdaq rules. Their respective business experience that qualifies each director to be determined as “audit committee financial expert” is described above.

Compensation Committee. The Compensation Committee, which as of June 30, 2026, consisted of Kim Crider (Chair), M. Scott Faris, and Mark Caylor, met three times during fiscal year 2026. The Compensation Committee acts pursuant to a written charter adopted by the Board, a copy of which is available on our website at www.lightpath.com under the “Investors” and “Governance” tabs.

The Compensation Committee is responsible for establishing, implementing, and continually monitoring our compensation policies and philosophy, including administering our 2018 Omnibus Incentive Plan (the “SICP”), pursuant to which incentive awards, including restricted stock units and stock options, are granted to our directors, executive officers, and key employees. The Compensation Committee is responsible for determining executive compensation, including approving recommendations regarding equity awards to all of our executive officers. However, the Compensation Committee does rely on the annual reviews made by the Chief Executive Officer with respect to the performance of each of our other executive officers. The conclusions reached, and recommendations made based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Compensation Committee. The Compensation Committee can exercise its discretion in modifying any recommended adjustments or awards to executive officers. In the case of the Chief Executive Officer, compensation is determined solely based on the review conducted by the Compensation Committee.

The Compensation Committee also annually reviews director compensation to ensure non-employee directors are adequately compensated for the time expended in fulfilling their duties to us, as well as the skill-level required by us of members of the Board. After the Compensation Committee completes their annual review, they make recommendations to the Board regarding director compensation.

The Compensation Committee regularly engages compensation consultants to assist with the Compensation Committee’s responsibilities related to our executive compensation program and the director compensation program. The Compensation Committee plans to engage a consultant every two years to review and make recommendations on the Company’s executive compensation plans.

Finance Committee. The Finance Committee, which as of June 30, 2026, consisted of Mark Caylor (Chair), S. Eric Creviston, and Kim Crider met once during fiscal year 2026. The Finance Committee acts pursuant to a written charter adopted by the Board, a copy of which is available on our website at www.lightpath.com under the “Investors” and “Governance” tabs. The Finance Committee oversees our financial management, including overseeing our strategic and transactional planning and activities, global financing, capital structure objectives and plans, insurance programs, tax structure, and investment program and policies.

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Strategy Committee. The Strategy Committee, which as of June 30, 2026, consisted of S. Eric Creviston (Chair), Thomas Ellis, and M. Scott Faris was established in April 2026, and met once during fiscal year 2026. The Strategy Committee acts pursuant to a written charter adopted by the Board, a copy of which is available on our website at www.lightpath.com under the “Investors” and “Governance” tabs. The Strategy Committee oversees our strategic direction, long-term growth plans, business portfolio, market positioning, and other strategic initiatives designed to support sustainable long-term shareholder value.

Nominating and Corporate Governance Committee. The Nominating Committee, which as of June 30, 2026, consisted of M. Scott Faris (Chair), S. Eric Creviston, and Kim Crider, met once during fiscal year 2026. The Nominating Committee acts pursuant to a written charter adopted by the Board, a copy of which is available on our website at www.lightpath.com under the “Investors” and “Governance” tabs. The Nominating Committee carries out the responsibilities delegated by the Board relating to our director nominations process and procedures, and developing, maintaining, and monitoring compliance with the Company’s corporate governance policies, guidelines, and activities.

Nominations Process and Criteria

The Nominating Committee determines the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director. Further, experience and skills diversity of the Board is also a factor in our director recruitment process. However, the Nominating Committee and the Board believe that at this time, it is unnecessary to adopt criteria for the selection of directors. Instead, the Nominating Committee and the Board believes that the desirable background of a new individual member of the Board may change over time and that a thoughtful, thorough selection process is more important than adopting criteria for directors.

They will also identify, recruit, and screen candidates for the Board, consistent with criteria approved by the Board. The Nominating Committee and Board is fully open to utilizing whatever methodology is efficient in identifying new, qualified directors when needed, including industry contacts of our directors or professional search firms. The Nominating Committee also considers any director candidates recommended by our stockholders pursuant to the procedures described in the Proxy Statement and any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules, and regulations, and the provisions of our charter documents.

There were no fees paid or due to third parties in fiscal year 2026 to identify or evaluate, or to assist in evaluating or identifying potential director nominees.

Stockholders may also nominate candidates for consideration by the Nominating Committee if they satisfy all of the requirements in our Bylaws. Stockholder submissions to nominate a candidate for election as a director must be sent in writing to our Corporate Secretary and received at the Company’s principal office not less than 90 days nor more than 120 days prior to the annual meeting at which the director is to be elected and otherwise in accordance with the procedure described in the stockholder proposal section of this Proxy Statement.

As discussed in more detail below, North Run Strategic Opportunities Fund I, LP (“North Run”) has continuing director designation rights based on North Run’s beneficial ownership of Class A Common Stock on an as-converted basis.

The Corporate Secretary will promptly forward any such correspondence to the Chair of the Nominating Committee for review and consideration by the Nominating Committee in accordance with the criteria described above.

To comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than August 11, 2027. However, in the event our fiscal year 2028 annual meeting is more than 30 days before or after the anniversary of our fiscal year 2027 annual meeting, such notice must be provided by the later of (a) 60 days prior to the date of fiscal year 2028 meeting or (b) 10 days following the day on which we first publicly announce the date of the fiscal year 2028 meeting.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and any person beneficially owning more than 10% of our common stock to file reports concerning their ownership of our equity securities with the SEC. Based solely on a review of the forms filed electronically with the SEC during fiscal 2026 and on written representations that no Form 5 was required to be filed, we believe that, during fiscal 2026, all of our directors, executive officers, and persons who beneficially owned more than 10% of our common stock timely complied with the Section 16(a) filing requirements, except that Albert Miranda filed a delinquent Form 4 with respect to two transactions; Shmuel Rubin filed a delinquent Form 4 with respect to two transactions; and North Run filed a delinquent Form 4 with respect to one transaction (Mr. Ellis may be deemed to be an indirect beneficial owner of the securities owned by North Run).

Related Party Transactions

When we are contemplating entering into any transaction in which any executive officer, director, director nominee, or any family member of the foregoing would have any direct or indirect interest, regardless of the amount involved, the terms of such transaction have to be presented to the Audit Committee (other than any interested director) for approval or disapproval. Neither the Audit Committee nor the Board have adopted a written policy for reviewing related party transactions but when presented with such transaction, the transaction is discussed by the Audit Committee and documented in its meeting minutes.

The Code also requires our employees, officers, and directors to provide prompt and full disclosure of all potential conflicts of interest to the appropriate person. These conflicts of interest may be specific to the individual or may extend to his or her family members. Any officer who has a conflict of interest with respect to any matter is required to disclose the matter to our Chief Executive Officer or, in the case of the Chief Executive Officer, to the Chair of the Audit Committee. All other employees are required to make prompt and full disclosure of any conflict of interest to his or her immediate supervisor, who will then make prompt and full disclosure to our Chief Executive Officer. Directors are required to disclose any conflict of interests to the Chair of the Audit Committee and are prohibited from voting on any matter(s) in which they have a conflict of interest. In addition, directors and executive officers are required to disclose in an annual questionnaire, any current or proposed conflict of interests (including related party transactions).

The Company is party to a Sales Representative Agreement, dated as of October 8, 2020, pursuant to which Rosh Electroptics LTD. (“Rosh”) is a non-exclusive sales representative for the Company in Israel. Shmuel Rubin, our Chief Executive Officer, is the son of Ephraim Rubin and brother of Meir Rubin, who are the owners, directors and other control parties of Rosh. During the fiscal year ending June 30, 2026, we incurred approximately $16,000 in material costs and approximately $50,000 in commission expenses, and received approximately $7,000 in sale proceeds.

On February 18, 2025, we completed the acquisition of all of the outstanding membership interests of G5 Infrared, LLC (the “Acquisition”). In connection with, and in part to fund, the Acquisition, on February 13, 2025, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors, whereby we agreed to issue and sell to the investors, for an aggregate gross purchase price of $32.2 million, (a) an aggregate of approximately 24,956 shares of Series G Preferred Stock (the “Preferred Shares”), a newly established series of preferred stock, which were initially convertible into 11,607,397 shares (the “Conversion Shares”) of Class A Common Stock, (b) Warrants to purchase an aggregate of 4,352,774 shares of Class A Common Stock (the “Warrant Shares”), and (c) senior secured promissory notes in the aggregate principal amount of $5,195,205 (the “Notes”), which are convertible into shares of Series G Preferred Stock upon the occurrence of the event specified in the Notes (the “Preferred Conversion Shares”), which are in turn convertible into Conversion Shares (the Preferred Shares, Conversion Shares, Warrants, Warrant Shares, Notes and Preferred Conversion Shares, collectively the “Securities,” and the transactions contemplated by the Purchase Agreement, the “Private Placement”). The Notes were fully redeemed by the Company in December 2025 prior to the occurrence of the conversion event and are no longer subject to conversion.

Pursuant to the Purchase Agreement, we agreed to increase the size of the Board to a total of eight directors, to appoint one designee of North Run and an independent director selected by the North Run and agreed to by us to the Board, and to provide North Run with continuing director designation rights based on the North Run’s beneficial ownership of Class A Common Stock on an as-converted basis, each effective as of the closing of the Acquisition. In accordance with this covenant, Thomas Ellis was appointed to the Board, effective as of the Closing.  Mr. Ellis is a member of each of North Run Advisors, LLC and North Run Opportunities. In addition, North Run nominated Mark Caylor as the designated independent director.

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Board of Directors Leadership Structure and Role in Risk Oversight

Board Leadership Structure

Our Board has chosen to separate the positions of Chair of the Board and Chief Executive Officer, with Mr. M. Scott Faris serving as Chair, and Mr. Shmuel Rubin serving as President and Chief Executive Officer. As President and Chief Executive Officer, Mr. Rubin is responsible for our day-to-day leadership and performance, with the Board being responsible for setting our strategic direction, as well as overseeing and advising our management. The Board believes that the current independent leadership of the Board by our non-executive Chair enhances the effectiveness of its oversight of management and provides a perspective that is separate and distinct from that of management.

Role of the Board in Risk Oversight

Our Board is responsible for the oversight of our operational risk management process. Our Board has delegated authority for addressing certain risks, and accessing the steps management has taken to monitor, control, and report such risks, to our Audit and Finance Committees. Such risks include risks relating to execution of our growth strategy, the effects of the contracting in the global economy and general financial condition and outlook on customer purchases, component inventory supply, or ability to expand our partner network, communication with investors, certain actions of our competitors, the protection of our intellectual property, sufficiency of our capital, inventory investment and risk of obsolescence, security of information systems and data, integration of new information systems, credit risk, product liability, and costs of reliance on external advisors. The Audit or Finance Committee, as applicable, then reports such risks as appropriate to the Board. The Board initiates discussions with appropriate members of our senior management if, after discussion of such risks, the Board determines that such risks raise questions or concerns about the status of operational risks then facing us.

Our Board relies on our Compensation Committee to address significant risk exposures we face with respect to compensation, including risks relating to retention of key employees, protection of partner relationships, management succession, and benefit costs, and, when appropriate, reports these risks to the full Board.

Stockholder Communications with the Board

Stockholders and other parties interested in communicating directly with the Board, a committee of the Board, or any individual director, may do so by sending a written communication to the attention of the intended recipient(s) in care of the Corporate Secretary, LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida USA 32826. The Corporate Secretary will forward all communications as appropriate.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 15, 2026, the number and percentage of outstanding shares of our Class A Common Stock and Series G Preferred Stock, owned by: (i) each of our directors (which includes all nominees), (ii) each of the named executive officers, (iii) our directors and executive officers as a group, and (iv) each person known by us to be the beneficial owner of more than 5% of our outstanding voting securities. As of October 15, 2026, the number of shares of Class A Common Stock and Series G Preferred Stock outstanding was 70,088,726 and 6,493.1 (or 3,020,037 on an as-converted-to-Class-A-Common-Stock basis), respectively.

The number of shares beneficially owned by each director, named executive officer, and greater than 5% beneficial owner is determined under SEC rules, and the information is not necessarily indicative of the beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares to which the individual has the sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of October 15, 2026, through the exercise of any stock option or other right to purchase, such as a warrant. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. In certain instances, the number of shares listed may include, in addition to shares owned directly, shares held by the spouse or children of the person, or by a trust or estate of which the person is a trustee or an executor or in which the person may have a beneficial interest. The table that follows is based upon information supplied in a questionnaire completed by each named executive officer and director.

*Less than 1%

Notes:

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EXECUTIVE COMPENSATION

Named Executive Officers

During fiscal year 2026, our named executive officers consisted of:

Compensation Philosophy and Objectives

Our compensation policy is designed to attract and retain qualified key executive officers critical to our achievement of reaching and maintaining profitability and positive cash flow, and subsequently our growth and long-term success. To attract, retain, and motivate the executive officers to accomplish our business strategy, the Compensation Committee establishes our executive compensation policies and oversees our executive compensation practices.

The Compensation Committee believes that the most effective executive compensation program is one that is designed to recognize the achievement of our specific short-term and long-term goals, and which aligns executives’ interests with those of the stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of improving stockholder value.

It is the objective of the Compensation Committee to have a portion of each named executive officer’s compensation contingent upon our performance as well as upon the individual’s personal performance. Accordingly, each named executive officer’s compensation package is comprised of two elements: (i) base salary, which reflects individual performance and expertise and (ii) short-term and long-term incentive awards, which are tied to the achievement of certain performance goals that the Compensation Committee establishes from time to time. The Compensation Committee has structured compensation of our named executive officers to incentivize achievement of our business goals and reward our named executive officers for achieving such goals.

The Compensation Committee also evaluates our compensation program to ensure that we maintain the ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executive officers.

In accordance with the advisory “say-on-frequency” vote of our stockholders at the fiscal year 2025 annual meeting of stockholders, held in November 2024, and as approved by the Board, we will include an annual advisory “say-on-pay” vote in our proxy statement, including this Proxy Statement for the fiscal year 2027 annual meeting of stockholders. Our next required stockholder advisory “say-on-frequency” vote will occur at our fiscal year 2030 annual meeting of stockholders. The most recent “say-on-pay” advisory vote occurred at the fiscal year 2026 annual meeting of stockholders, at which our stockholders approved, on an advisory basis, the compensation of our named executive officers.

Setting Executive Compensation

In making compensation decisions, the Compensation Committee relies on the following:

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There is no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation. Rather, the Compensation Committee annually reviews information to determine the appropriate level and mix of incentive compensation when determining our executive compensation plan. Based on these factors, the Compensation Committee makes compensation decisions, including salary adjustments, annual short-term cash incentive awards, and long-term equity incentive awards for our named executive officers.

Retirement Benefits

We offer a qualified 401(k) defined contribution plan. The ability of named executive officers to participate fully in this plan is limited under the requirements of the Internal Revenue Code of 1986, as amended, and the Employee Retirement Income Security Act of 1974, as amended. We currently match 100% of the first 4% of employee contributions.

Executive Compensation and Risk

Although a substantial portion of the compensation paid to our named executive officers is performance-based, we believe our executive compensation programs do not encourage excessive and unnecessary risk-taking by our named executive officers because these programs are designed to encourage our named executive officers to remain focused on both our short-term and long-term operation and financial goals. We achieve this balance through a combination of elements in our overall compensation plans, including: (i) elements that reward different aspects of short-term and long-term performance; (ii) incentive compensation that rewards performance on a variety of different measures; and (iii) cash awards and stock option awards, to encourage alignment with the interests of stockholders.

Clawback Policy

The Compensation Committee of the Board has adopted a formal Compensation Clawback Policy, as required by the Nasdaq Listing Standards. The Clawback Policy provides for the recovery of incentive-based compensation erroneously received by current or former executive officers during the three fiscal years immediately preceding the year in which the company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements. The requirements under the Clawback Policy are separate from any recoupment required by the Sarbanes-Oxley Act of 2002. The Committee also has discretion to seek recovery of any amount that it determines was received otherwise inappropriately by such individuals.

Executive Officer Stock Ownership Requirements

Our Board established certain guidelines requiring that each of our executive officers acquire and maintain a minimum level of ownership of our securities during the period in which he or she is an executive officer. The guidelines set the target ownership level at five times the annual base salary for our Chief Executive Officer and three times the annual base salary for our other executive officer, as measured at fiscal year-end. The Board monitors the target ownership levels to determine whether such target ownership levels should be adjusted.

For purposes of determining ownership levels, all forms of equity and derivative securities, including stock, stock options, restricted stock, and RSUs, count towards satisfaction of the ownership guidelines; however, with respect to any stock option award, only the number of shares equal to (i) the difference between the closing price of the Class A Common Stock as reported on Nasdaq at the end of the fiscal year and the exercise price of the stock option multiplied by (ii) the number of shares underlying the stock option, then (iii) divided by the closing price of the Class A Common Stock as reported on the Nasdaq at the end of the fiscal year, are included for purposes of determining whether the stock ownership target is met. For example, if an officer is awarded a stock option of 100 shares of Class A Common Stock, with an exercise price of $1.00 per share, and the closing price of the Class A Common Stock as reported on the Nasdaq on June 30, 2026 is $2.00, the number of shares of Class A Common Stock included from such stock option award for purposes of meeting the stock ownership target is 50 shares.

The Board may grant waivers of the guidelines in the event of financial hardship or other good cause. Once an executive officer attains his or her required stock ownership level, he or she will remain in compliance with the guidelines despite future changes in the stock price and base salary, as long as the executive officer’s holdings do not decline below the number of shares owned at the time the required stock ownership level was met. Each executive officer will have five years after his or her date of becoming an executive officer to meet the required ownership level.

Our named executive officers were in compliance with their respective ownership targets as of June 30, 2026.

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Hedging Policy and Pledging of Securities

Pursuant to our Guide for Trading in Securities by Employees, Officers, and Directors, our employees, officers, and directors cannot engage in hedging transactions related to our securities, which includes our Class A common stock. Employees, officers, and directors are also prohibited from holding our securities, which includes our Class A common stock, in a margin account or otherwise pledging our securities as collateral for a loan.

Special Performance Stock Option Awards

In March 2026, the Board approved a special multi-year performance-based stock option and service-based restricted stock unit awards for Mr. Rubin and Mr. Miranda, intended to align executive compensation with long-term stockholder value creation and incentivize extraordinary growth in revenue and adjusted EBITDA relative to our historical growth rates. The awards included 375,000 restricted stock units for Mr. Rubin and 75,000 restricted stock units for Mr. Miranda, vesting in three equal annual installments subject to continued service, and performance-based options to purchase up to 2,550,000 shares for Mr. Rubin and 425,000 shares for Mr. Miranda. The substantial majority of the options vest in tranches only upon achievement of significantly higher levels of both revenue and adjusted EBITDA. The options have an exercise price of $10.53 per share and may be earned over five-year and three-year performance periods, respectively. Only a small portion of the maximum option award is eligible to vest at the initial performance threshold.

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The compensation reported below reflects these awards under applicable SEC valuation requirements and should be considered in the context of their multi-year structure and, in the case of the options, the substantial performance conditions governing vesting.

2026 Incentive Program

Our fiscal year 2026 incentive program has two key components: (i) the Short-Term Incentive (“STI”) program, and (ii) the Long-Term Incentive (“LTI”) program. The STI program is comprised of awards based on our achievement of specific fiscal year 2026 financial objectives (the “2026 STI Award”). The LTI program is comprised of (i) an individual award, based on total shareholder return (the “2026 TSR Award”), which is calculated based on the overall change in LPTH stock price per share, as compared to the Russell MicroCap Index, and (ii) retention RSUs that will vest in three equal annual installments (the “2026 Retention RSU Award” and, together with the 2026 LTI TSR Award, the “2026 LTI Awards”).

Our incentive program includes different levels of bonus opportunity based on a participant’s position with the Company. For fiscal year 2026, Mr. Rubin was the only “level one” participant, and Mr. Miranda was a “level two” participant. Bonus opportunities for Mr. Rubin and Mr. Miranda for fiscal year 2026 were calculated by applying designated portions of their respective bonus pool amounts, which were set by the Compensation Committee, to formulas for each of the components of the STI and LTI programs, as applicable.

STI Program

For both the level one and level two participant, the 2026 STI Award was based on the achievement of corporate financial objectives and personalized goals, with a minimum of 60% of the EBITDA target required to earn any bonus. The corporate financial objectives are as follows: (i) adjusted EBITDA (which is earnings before interest, taxes, depreciation, amortization and certain other adjustment as determined by the Compensation Committee of the Board) (the “EBITDA Component”); and (ii) revenue growth over that of the prior fiscal year (the “Revenue Component”). The EBITDA Component was weighted at 60%, the Revenue Component was weighted at 20%, and the personalized goals were weighted at 20%. The bonus pool amounts for the 2026 STI Award for Mr. Rubin and Mr. Miranda were set at $209,561 and $106,308, respectively. The Compensation Committee determined that achievement of the 2026 STI Award would be paid in cash.

EBITDA Component

In order for the participants to earn a bonus with respect to the EBITDA Component, we had to meet or exceed a minimum adjusted EBITDA target established by the Compensation Committee for fiscal year 2026. Further, we had to meet or exceed at least 60% of that EBITDA target in order to earn any portion of the 2026 STI Award.

For fiscal year 2026, adjusted EBITDA (as defined in our Annual Report on Form 10-K) was approximately $4.2 million, which was above the target amount.

Revenue Component

In order for the participants to earn a bonus with respect to the Revenue Component, we had to meet or exceed a minimum revenue target established by the Compensation Committee for fiscal year 2026.

For fiscal year 2026, revenue (as defined in our Annual Report on Form 10-K) was approximately $71.7 million, which was above the target amount.

Based on achievement of both the EBITDA and Revenue components, and in consideration of their personal goals being met, Mr. Rubin and Mr. Miranda earned 100% of the 2026 STI Award which was paid in cash in August 2026.

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LTI Program

The 2026 LTI Awards are comprised of two components: (i) the 2026 Retention RSU Award and (ii) the 2026 TSR Award. The bonus pool amounts for the 2026 LTI Award for Mr. Rubin and Mr. Miranda were set at $178,514 and $77,476, respectively. The bonus pool amounts for the 2026 Retention RSU Award and the 2026 TSR Award would each be 50% of the respective bonus pool amount for the 2026 LTI Award.

2026 Retention RSU Award

The 2026 Retention RSU Award was calculated to be $89,257 and $38,738 for Mr. Rubin and Mr. Miranda, respectively. The RSUs were granted on November 18, 2025, based on the closing bid price of $6.80 on the prior day, with one-third of the RSUs to vest on each of November 18, 2026, 2027 and 2028.

2026 TSR Award

In order to earn the 2026 TSR Award, the TSR calculated for LPTH stock was measured against the Russell MicroCap Index. TSR is calculated as the overall change in LPTH’s stock price per share from the beginning of fiscal year 2026 to the end of fiscal year 2026, divided by the stock price per share at the beginning of the fiscal year. The calculated TSR for fiscal year 2026 was greater than the change in the Russell MicroCap Index, therefore the 2026 TSR Award was earned and paid in cash in August 2026.

2025 Incentive Program

Our fiscal year 2025 incentive program has two key components: (i) the STI program, and (ii) the LTI program. The STI program is comprised of awards based on our achievement of specific fiscal year 2025 financial objectives (the “2025 STI Award”). The LTI program is comprised of (i) an individual award, based on total shareholder return (the “2025 TSR Award”), which is calculated based on the overall change in LPTH stock price per share, as compared to the Russell MicroCap Index, and (ii) retention RSUs that will vest in three equal annual installments (the “2025 Retention RSU Award” and, together with the 2025 LTI TSR Award, the “2025 LTI Awards”).

Our incentive program includes different levels of bonus opportunity based on a participant’s position with the Company. For fiscal year 2025, Mr. Rubin was the only “level one” participant, and Mr. Miranda was a “level two” participant. Bonus opportunities for Mr. Rubin and Mr. Miranda for fiscal year 2025 were calculated by applying designated portions of their respective bonus pool amounts, which were set by the Compensation Committee, to formulas for each of the components of the STI and LTI programs, as applicable.

STI Program

For both the level one and level two participant, the 2025 STI Award was based on the achievement of corporate financial objectives and personalized goals, with a minimum of 60% of the EBITDA target required to earn any bonus. The corporate financial objectives are as follows: (i) EBITDA (which is earnings before interest, taxes, depreciation, and amortization) (the “EBITDA Component”); and (ii) revenue growth over that of the prior fiscal year (the “Revenue Component”). The EBITDA Component was weighted at 60%, the Revenue Component was weighted at 20%, and the personalized goals were weighted at 20%. For fiscal year 2025, the bonus pool amounts for the 2025 STI Award for Mr. Rubin and Mr. Miranda were set at $201,585 and $102,211, respectively. The Compensation Committee determined that achievement of the 2025 STI Award would be paid in cash and stock options, with the percentage split of the payout to be determined at the discretion of the Board.

EBITDA Component

In order for the participants to earn a bonus with respect to the EBITDA Component, we had to meet or exceed a minimum EBITDA target established by the Compensation Committee for fiscal year 2025. Further, we had to meet or exceed at least 60% of that EBITDA target in order to earn any portion of the 2025 STI Award.

For fiscal year 2025, adjusted EBITDA (as defined in our Annual Report on Form 10-K) was a loss of approximately $5.1 million, which was below the target amount. The achieved EBITDA also did not meet 60% of the EBITDA target. Accordingly, Mr. Rubin and Mr. Miranda did not earn any portion of the 2025 STI Award.

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LTI Program

The 2025 LTI Awards are comprised of two components: (i) the 2025 Retention RSU Award and (ii) the 2025 TSR Award. For fiscal year 2025, the bonus pool amounts for the 2025 LTI Award for Mr. Rubin and Mr. Miranda were set at $171,580 and $74,490, respectively. The bonus pool amounts for the 2025 Retention RSU Award and the 2025 TSR Award would each be 50% of the respective bonus pool amount for the 2025 LTI Award.

2025 Retention RSU Award

The 2025 Retention RSU Award was calculated to be $85,790 and $37,245 for Mr. Rubin and Mr. Miranda, respectively. The RSUs were granted on March 7, 2025, based on the closing bid price of $2.27 on that day, with one-third of the RSUs to vest on each of November 20, 2025, 2026 and 2027.

2025 TSR Award

In order to earn the 2025 TSR Award, the TSR calculated for LPTH stock was measured against the Russell MicroCap Index. TSR is calculated as the overall change in LPTH’s stock price per share from the beginning of fiscal year 2025 to the end of fiscal year 2025, divided by the stock price per share at the beginning of the fiscal year. The calculated TSR for fiscal year 2025 was greater than the change in the Russell MicroCap Index, therefore the 2025 TSR Award was earned.

Summary Compensation Table

The following table sets forth certain compensation awarded to, earned by or paid to the named executive officers for the fiscal years ended June 30, 2026 and June 30, 2025.

Notes:

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Narrative Discussion of Summary Compensation Table of Named Executive Officers

The following is a narrative discussion of the material information that we believe is necessary to understand the information disclosed in the foregoing Summary Compensation Table.  The following narrative disclosure is separated into sections, with a separate section for each of our named executive officers.

With respect to fiscal year 2026, each named executive officer received a base salary and was eligible for a 2026 STI Award, a 2026 Retention RSU Award, and a 2026 TSR Award.  Information on the specific components of executive compensation for fiscal year 2026 can be found above under the heading “2026 Incentive Program.”  With respect to fiscal year 2025, each named executive officer received a base salary and was eligible for a 2025 STI Award, a 2025 Retention RSU Award, and a 2025 TSR Award.  Information on the specific components of executive compensation for fiscal year 2025 can be found above under the heading “2025 Incentive Program.”

Additional details regarding the awards granted to each named executive officer are set forth below.

Shmuel Rubin

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Albert Miranda

Employment Agreements

Shmuel Rubin

In connection with Mr. Rubin’s appointment, the Company entered into an employment agreement with Mr. Rubin on February 24, 2020 (the “Rubin Employment Agreement”). The Company and Mr. Rubin orally agreed that Mr. Rubin’s appointment as the President and CEO of the Company would be effective on March 9, 2020. The Agreement does not provide for a specified term of employment and Mr. Rubin’s employment is on an at-will basis. Mr. Rubin receives an annual base salary of $405,500, payable in equal bi-weekly installments, and is eligible to participate in all of the Company’s bonus, incentive compensation, and performance based compensation plans, including, but not limited to the “SICP”, under which the Company’s executive officers are eligible to earn incentive compensation consisting of cash and/or equity awards based upon the achievement of certain individual and/or Company performance goals set by the Compensation Committee. The Company’s incentive bonus program includes different levels of bonus opportunity based on a participant’s position with the Company. For this purpose, Mr. Rubin is considered a “level one” participant.

Mr. Rubin is eligible to participate in the Company’s employee benefit, welfare, and other plans, as may be maintained by the Company from time to time. The Company also reimbursed Mr. Rubin $36,346 for certain relocation expenses.

Pursuant to the Rubin Employment Agreement, Mr. Rubin was granted, on a one-time basis, a restricted stock award consisting of 100,000 shares of the Company’s Class A common Stock, par value $0.01 per share, pursuant to which 50% of the shares of the Class A common stock vested on the third anniversary of the grant date, and the remaining 50% vested on the fourth anniversary of the grant date. The restricted stock award is subject to the SICP and any amendments thereto.

Also pursuant to the Rubin Employment Agreement, Mr. Rubin was granted options to purchase 225,000 shares of the Company’s Class A common stock, having an exercise price per share equal to the greater of (i) $1.37 per share or (ii) 115% of the closing bid price of the Class A common stock as reported on the Nasdaq on the grant date, or February 24, 2020. As of June 30, 2025, the shares underlying the option award had vested. The option award has a ten-year term, subject to earlier expiration as provided in the SICP or the option agreement. The option award is subject to the SICP and any amendments thereto.

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Albert Miranda

In connection with Mr. Miranda’s appointment, we entered into an employment agreement with Mr. Miranda on April 19, 2021 (the “Miranda Employment Agreement”). Pursuant to the Miranda Employment Agreement, Mr. Miranda served as Vice President of Finance beginning on April 19, 2021 until May 7, 2021, at which time, Mr. Miranda transitioned into the role of Chief Financial Officer. The Miranda Employment Agreement does not provide for a specified term of employment and Mr. Miranda’s employment is on an at-will basis. Mr. Miranda receives an annual base salary of $260,700, payable in equal bi-weekly installments, and is eligible to participate in all of our bonus, incentive compensation, and performance based compensation plans, including, but not limited to, the SICP, under which our executive officers are eligible to earn incentive compensation consisting of cash and/or equity awards based upon the achievement of certain individual and/or performance goals set by the Compensation Committee.

Mr. Miranda is eligible to participate in our employee benefit, welfare, and other plans, as may be maintained by us from time to time.

Pursuant to the Miranda Employment Agreement, we granted Mr. Miranda an option to purchase up to 75,000 shares of Class A common stock, having an exercise price per share equal to the greater of (i) our book value per share on that date or (ii) 115% of the closing bid price of the Class A common stock as reported on the Nasdaq on the grant date. As of June 30, 2025, the shares underlying the option award had vested. The option award has a ten-year term, subject to earlier expiration as provided in the SICP or the option agreement, as defined below. The option award is subject to the SICP and any amendments thereto.

Potential Payments Upon Termination or Change-of-Control

Neither Mr. Rubin nor Mr. Miranda are entitled to any payments upon termination or change-of-control.

Outstanding Equity Awards at Fiscal Year-End

The stock options were issued pursuant to the SICP and have a ten-year life. The options will terminate 90 days after termination of employment, or in the case of termination due to death or permanent disability, the options will terminate one year after the date of termination.

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DIRECTOR COMPENSATION

The table below summarizes the compensation paid by us to non-employee directors for fiscal year 2026:

Discussion of the Summary Compensation Table of Directors

The following is a discussion of the material information that we believe is necessary to understand the information disclosed in the Summary Compensation Table. We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as a director as well as the skill-level required by us of members of our Board. For fiscal year 2026, the cash and stock-based incentive compensation awarded to directors remained essentially at the same levels set in fiscal year 2025. For fiscal year 2027, the cash and stock-based incentive compensation awarded to directors is expected to remain at the same levels set in fiscal 2026.

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Cash Compensation Paid to Board Members

During fiscal year 2026, directors received a monthly retainer of $3,000 per month. There are no meeting attendance fees paid unless, by action of the Board, such fees are deemed advisable due to a special project or other effort requiring extra-normal commitment of time and effort. Additionally, fees are paid to the Chair of the Board and Committee Chairs for their additional responsibilities in overseeing their respective functions. Due to mid-year director appointments and committee changes, certain fees were pro-rated for fiscal year 2026. The following table sets forth the annual fees paid to each director for fiscal year 2026:

Stock Option/Restricted Stock Program

All directors are eligible to receive equity incentives under the SICP, including stock options, restricted stock awards, or RSUs. In fiscal year 2026, the following directors received grants under the SICP:

Additional details regarding the RSUs granted to each director, other than Mr. Rubin, are set forth below.

M. Scott Faris

Positions: Chair of the Board, Nominating and Corporate Governance Committee Chair

Committees: Strategy Committee, Compensation Committee

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Dr. Joseph Menaker

Committees: Audit Committee

Darcie Peck

Positions: Audit Committee Chair

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S. Eric Creviston

Positions: Strategy Committee Chair

Committees: Finance Committee, Nominating and Corporate Governance Committee

Kim Crider

Positions: Compensation Committee Chair

Committees: Audit Committee, Nominating and Corporate Governance Committee

Thomas Ellis

Committees: Finance Committee, Strategy Committee

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Mark Caylor

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

In response to Item 402(x)(1) of Regulation S-K, we do not grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days before or one business day after the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information. We do not otherwise have a specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of our Company for each of the last three completed fiscal years. In determining the “compensation actually paid” to our named executive officers (“NEOs”, including our principal executive officer (“PEO”), we are required to make various adjustments to amounts that have previously been reported in the Summary Compensation Table in previous years, as the SEC’s calculation method for this section differs from those required in the Summary Compensation Table.

Pay Versus Performance Table

The table below presents information on the compensation of our NEOs in comparison to certain performance metrics for 2026, 2025 and 2024. The metrics are not those that the Compensation Committee of our Board uses when setting executive compensation. The use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules. Neither CAP nor the total amount reported in the Summary Compensation Table reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting the Summary Compensation Table total values for the applicable years.

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Relationship Disclosure to Pay Versus Performance Table

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following descriptions of the relationships between information presented in the Pay Versus Performance table.

Compensation Actually Paid and Cumulative TSR

The following chart sets forth the relationship between compensation actually paid to the PEO and the NEO, compared to our cumulative TSR for each the years presented:

Compensation Actually Paid and Net Income (Loss)

The following chart sets forth the relationship between compensation actually paid to the PEO and the NEO, compared to our net loss reported in our most recent 10-K filings for each of the years presented:

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PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

What Am I Voting On?

Stockholders are being asked to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

Voting Recommendation

FOR the non-binding, advisory vote to approve the executive 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 SEC Regulation S-K.

Summary

We believe executive compensation is an important matter for our stockholders. A fundamental principle of our executive compensation philosophy and practice continues to be to pay for performance. An executive officer’s compensation package is comprised of two components: (i) a base salary, which reflects individual performance and expertise and (ii) short-term and long-term incentive awards, tied to the achievement of certain performance goals that the Compensation Committee establishes from time to time for us. We believe that this type of compensation program is consistent with our strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. We urge you to read this Proxy Statement for additional details on our executive compensation, including our compensation philosophy and objectives and the fiscal year 2026 compensation of the named executive officers.

This proposal, commonly known as a “say-on-pay” proposal, gives you as a stockholder the opportunity to endorse or not endorse our executive pay philosophy, policies, and procedures. This vote is intended to provide an overall assessment of our executive compensation program rather than focus on any specific item of compensation. Given the information provided above and elsewhere in this Proxy Statement, the Board asks you to approve the following resolution:

“RESOLVED, that the Company’s stockholders approve the compensation of the Company’s named executive officers described 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 Regulation S-K.”

As an advisory vote, this proposal is non-binding on us. However, the Board and the Compensation Committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.

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PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

What Am I Voting On?

It is the responsibility of the Audit Committee to select and retain our independent registered public accounting firms. Our Audit Committee has appointed BDO, as our independent registered public accounting firm for our fiscal year ending June 30, 2027. Although stockholder ratification of the Audit Committee’s selection of our independent registered public accounting firm is not required by our Bylaws or otherwise, we are submitting the selection of BDO to stockholder ratification so that our stockholders may participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select different independent registered public accounting firm for us.

Representatives of BDO will be present at the Annual Meeting and will have an opportunity to make a statement and respond to questions from stockholders present at the meeting.

Voting Recommendation

FOR the ratification of the appointment of BDO as our independent registered public accounting firm.

Change in Independent Registered Public Accounting Firm

As previously disclosed by us in a Current Report on Form 8-K filed on November 15, 2024, on November 1, 2024, Forvis Mazars, LLP (“Forvis Mazars”), entered into a transaction with MSL, P.A. (“MSL”), our former independent registered public accounting firm, whereby substantially all shareholders and employees of MSL became partners and employees of Forvis Mazars. As a result, On November 13, 2024, MSL resigned as the Company’s independent registered public accounting firm, effective on November 21, 2024. MSL’s audit reports on the consolidated financial statements of the Company as of and for the fiscal years ended June 30, 2024 and 2023 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended June 30, 2024 and 2023, and through the effective date of MSL’s resignation, there were no disagreements between the Company and MSL on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to MSL’s satisfaction, would have caused MSL to make reference to the subject matter of the disagreement in connection with its audit reports, and no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

As previously disclosed by us in a Current Report on Form 8-K filed on January 14, 2025 with the SEC, the Audit Committee appointed BDO to serve as the Company’s new independent registered public accounting firm, effective immediately.

BDO has served as the Company’s independent registered public accounting firm for the fiscal 2025 and 2026 audits.

Audit Fees

The following table presents fees paid or to be paid for professional services rendered by BDO and MSL for the audit of our annual financial statements during the years ended June 30, 2026 and 2025, reviews of financial statements included in our quarterly reports during the years ended June 30, 2026 and 2025, and fees billed for other services rendered:

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The Audit Committee has adopted policies and procedures to oversee the external audit process including engagement letters, estimated fees and solely pre-approving all permitted audit and non-audit work performed by BDO and MSL, as applicable. The Audit Committee has pre-approved all fees for audit, audit-related and non-audit work performed.

AUDIT COMMITTEE REPORT

The Audit Committee is responsible for, among other things, reviewing and discussing the Company’s audited financial statements with management, discussing with our independent registered public accounting firm information relating to its judgments about the quality of our accounting principles, recommending to the Board that we include the audited financial statements in our Annual Report, and overseeing compliance with the SEC requirements for disclosure of auditors’ services and activities.

Review of Audited Financial Statements

The Audit Committee reviewed our financial statements for the fiscal year ended June 30, 2026, as audited by BDO, our independent registered public accounting firm, and discussed these financial statements with management. In addition, the Audit Committee has discussed with BDO the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”), as may be modified or supplemented. Furthermore, the Audit Committee has received the written disclosures and the letter from BDO required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent accountant the independent accountant’s independence.

Generally, the members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not experts in the fields of accounting or auditing, or in determining auditor independence. However, the Board has determined that each member of the Audit Committee meets the independence criteria set forth in the applicable rules of the Nasdaq and the SEC, and that all members of the Audit Committee, Ms. Peck, Mr. Menaker and Ms. Crider, qualify as “audit committee financial experts” as defined by SEC rules. Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management. Accordingly, the Audit Committee’s oversight does not currently provide an independent basis to determine that management has maintained procedures designed to assure compliance with accounting standards and applicable laws and regulations.

Recommendation

Based upon the foregoing review and discussion, the Audit Committee recommended to the Board that the audited financial statements for the fiscal year ended June 30, 2026, be included in our Annual Report for such fiscal year.

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OTHER BUSINESS

The Board is not aware of any other business to be considered or acted upon at the Annual Meeting other than that for which notice is provided in this Proxy Statement and the accompanying notice. In the event any other matters properly come before the Annual Meeting, it is expected that the shares represented by proxy will be voted with respect thereto in accordance with the judgment of the persons voting them.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this Proxy Statement documents that we file with the SEC. This means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Proxy Statement, and later information that we file with the SEC will update and supersede that information. We incorporate by reference the Annual Report on Form 10-K for the year ended June 30, 2026, including the Part III information, and any documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Proxy Statement and prior to the date of the Annual Meeting.

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PROXY

VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

LIGHTPATH TECHNOLOGIES, INC.

WEDNESDAY, DECEMBER 9, 2026

This Proxy is solicited and proposed by the Board of Directors of LightPath Technologies, Inc., which recommends that you vote “FOR” the director nominees in Proposal 1 and “FOR” Proposals 2 and 3.

The undersigned hereby appoints each of M. Scott Faris and Shmuel Rubin as proxies and attorneys-in-fact (the “Proxies”), with power of substitution, to represent and vote all shares of LightPath Technologies, Inc. Class A Common Stock and Series G Preferred Stock which the undersigned is entitled to vote on all matters that may properly come before the Virtual Annual Meeting of Stockholders of LightPath Technologies, Inc. to be held on Wednesday, December 9, 2026 at 11:00 a.m. ET (the “Annual Meeting”), or at any adjournment or postponement thereof.

This year’s Annual Meeting will be held in a virtual meeting format only. You can virtually attend the live webcast of the Virtual Annual Meeting at https://web.viewproxy.com/lightpath/2026. For more information, refer to the Proxy Statement.

The Proxies shall have all the powers which the undersigned would possess if personally present at the Annual Meeting. The undersigned hereby revokes any prior proxy to vote at the Annual Meeting.

This proxy, when properly executed and returned, will be voted as specified herein by the undersigned. If no direction is made, this proxy will be voted in accordance with the recommendations of LightPath Technologies, Inc.’s Board of Directors. The Proxies are also authorized to vote on such other matters as may properly come before the Annual Meeting in accordance with their discretion.

IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.

PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.

Important Notice Regarding the Availability of

Proxy Materials for the Virtual Annual Meeting:

The Proxy Statement is available at

https://web.viewproxy.com/lightpath/2026

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