8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

December 20, 2021

Date of Report (Date of earliest event reported)

LIGHTPATH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-27548	86-0708398
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2603 Challenger Tech Court, Suite 100

Orlando, Florida 32826

(Address of principal executive office, including zip code)

(407) 382-4003

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	LPTH	The Nasdaq Stock Market, LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providing pursuant to Section 13(a) of the Exchange Act. ☐

LightPath Technologies, Inc.

Form 8-K

Item 1.01 Entry Into a Material Definitive Agreement

On December 20, 2021, LightPath Technologies, Inc. (the “Company”) and BankUnited, N.A. (“BankUnited”) entered into the Second Amendment to the Loan Agreement dated February 26, 2019 (the “Second Amendment”), which further amended that certain Loan Agreement, dated February 26, 2019, with BankUnited, and as amended by that certain First Amendment to Loan Agreement, effective May 6, 2019 (collectively, the “Loan Agreement”).  The Second Amendment memorializes the items agreed to in the Letter Agreement entered into on November 5, 2021, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities Exchange Commission on November 9, 2021 (the “Second Letter Agreement”).  

In accordance with the Second Amendment, the parties agreed to the following terms, among others: (i) a maturity date of April 15, 2023 with respect to the Term Loan (as defined in the Loan Agreement); (ii) an increased monthly payment amount of $100,000 commencing on November 1, 2022; (iii) beginning on December 20, 2021, each facility will bear interest at BankUnited’s then-prime rate of interest minus fifty (50) basis points, as adjusted from time to time, (iv) the Term Loan will bear a higher interest rate commencing on August 1, 2022; (v) an exit fee equal to 4% of the outstanding principal balance of the Term Loan on April 15, 2023 (to the extent the Term Loan is still outstanding on such date and has not been refinanced with another lender); and (vi) a fee of $50,000 payable upon execution of the Second Amendment. The Second Amendment also granted us a waiver of compliance for the Financial Covenants (as set forth in the Loan Agreement) for the periods ended December 31, 2021, March 31, 2022 and June 30, 2022.

The foregoing description of the terms of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Second Amendment to Loan Agreement dated as of December 20, 2021, between LightPath Technologies, Inc. and BankUnited N.A.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized.

	LIGHTPATH TECHNOLOGIES, INC.
Dated: December 23, 2021	By:	/s/ Albert Miranda
		Albert Miranda Chief Financial Officer

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EX-10.1

EXHIBIT 10.1

SECOND AMENDMENT

TO

LOAN AGREEMENT

Dated February 26, 2019

Between

LIGHTPATH TECHNOLOGIES, INC.,

 a Delaware corporation

and

BANKUNITED, N.A., 

a national banking association

Dated as of December _20, 2021

SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT (“Second Amendment”) is made as of November , 2021, by and between LIGHTPATH TECHNOLOGIES, INC., a Delaware corporation, (“Borrower”), and BANKUNITED, N.A., a national banking association (“Lender”).

RECITALS

A. Borrower and Lender are parties to a Loan Agreement dated as of February 26, 2019 (the “Loan Agreement”) as amended by First Amendment to Loan Agreement dated as of May 6, 2019, but effective as of February 26, 2019 (the “First Amendment”).

B. Lender has issued covenant waiver letters to Borrower waiving Borrower’s non- compliance with certain loan covenants set forth in the Loan Agreement.

C. As a result of the issuance of the covenant waiver letters Borrower and Lender have elected to further modify the terms and conditions of the Loan Agreement as more particularly set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Recitals; Defined Terms. The Recitals set forth above are true and correct and are incorporated herein by reference. Unless otherwise defined, all initially capitalized terms in this Second Amendment shall be as defined in the Loan Agreement.

2. Extended Maturity Dates; Exit Fee. The Maturity Dates of the Revolving Credit Facility and Term Loan Facility are extended from February 26, 2022 to April 15, 2023. After April 15, 2023 Borrower will also pay an exit fee of four percent (4%) on the outstanding principal balance then due under each Facility.

3. Termination of Guidance Line Facility. The Guidance Line Facility is terminated and as a result the Guidance Line Note is null and void.

4. Lender Approval of Advances. All Advances requested by Borrower under the Revolving Credit Facility require specific Lender approval, which may be withheld in Lender’s sole and absolute discretion. The parties acknowledge that as of the date of this Second Amendment there are no amounts outstanding under the Revolving Credit Facility.

5. Term Loan Note Payments. Borrower shall continue to make the monthly payments set forth in Section 2.2b of the Loan Agreement on the first day of each month until November 1, 2022. Commencing on November 1, 2022, and continuing on the first day of each month thereafter until the Maturity Date set forth above, Borrower shall make monthly payments of One Hundred Thousand Dollars ($100,000.00), with each such payment applied first to interest, costs and expenses and then to principal.

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6. Term Loan Balance. The parties acknowledge that as of the date of this Second Amendment the outstanding principal balance of the Term Loan Note is $4,214,787.61.

7. Change in Interest Rate. Beginning August 1, 2022 (or prior thereto if an Event of Default occurs and is continuing) the Interest on all outstanding indebtedness shall be the Default Rate.

8. Financial Covenant Waivers. Lender waives compliance with (but not the reporting of) the Financial Covenants set forth in Section 6.8 of the Loan Agreement for the periods ending December 31, 2021, March 31, 2022 and June 30, 2022.

9. Restructuring Fee and Expenses. Concurrently with the execution of this Second Amendment Borrower shall pay Lender a Fifty Thousand Dollar ($50,000.00) restructuring fee, together with all fees, costs and expenses incurred by Lender in connection herewith, including, but not limited to, Lender’s legal fees and costs, third party appraisals and costs of searches and due diligence expenses.

10. Credit Card Termination. On or before January 31, 2022 Borrower shall deliver to Lender a corporate credit card cancellation letter terminating the usage of all corporate credit cards previously issued by or through Lender and pay all amounts then outstanding on such accounts.

11. Conversion of Interest Rate. Beginning December 20, 2021 the interest rates on each Facility shall be Lender’s then prime rate of interest minus fifty (50) basis points, adjusted by any change in Lender’s prime rate.

12. Ratification of Guaranties. As a material inducement to Lender to enter into this Second Amendment, each Guarantor hereby agrees as follows:

(a) Guarantor acknowledges the continuing validity and effectiveness of the Guaranty Agreement and any other agreements, documents, or instruments securing or otherwise relating to the Guaranties previously executed and delivered by Guarantor (including without limitation any environmental indemnity agreement);

(b) Guarantor hereby joins in this Second Amendment for the purpose of consenting to: (i) this Second Amendment and all other matters, terms and conditions stated in this Second Amendment, and any other agreement, instrument or document executed simultaneously herewith;

(c) No offsets, defenses or counterclaims exist with respect to Guarantor’s obligations under the Guaranty Agreement;

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(d) Guarantor, to the fullest extent permitted by law, hereby waives any claim or other right which Guarantor might now have or hereafter may acquire against Borrower, which arises from the existence or performance of Guarantors’ liability or other obligations under each Guaranty Agreement which Guarantors have executed in favor of Lender, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy of Lender against Borrower or any of the Collateral or any other property securing the Loan, whether or not such claim, remedy, or right arises in equity, or under contract, statute, or common law; and

(e) The execution, delivery, and performance by Guarantor of this Second Amendment and all documents and agreements of Guarantor relating hereto (i) are within the duly authorized power of Guarantor, (ii) have been duly authorized by all requisite action, and (iii) will not violate any provision of law, any order of any court or other agency of government, or the terms and provisions of any court or other agency of government, or the terms and provisions of any agreement with any third party or any instrument under which Guarantor is organized and constituted.

13. Affirmation of Loan Documents. Borrower further hereby affirms each of its covenants and obligations under the Loan Documents and acknowledges that Lender has fully complied with each of its covenants and obligations under the Loan Documents. Borrower acknowledges that it has no defenses, set offs or counterclaims to its obligations under any of the Loan Documents.

14. Events of Default. Failure to comply in any respect with any term, condition or undertaking contained in this Second Amendment shall constitute an event of default by Borrower under this Second Amendment and each of the Loan Documents, as applicable.

15. Release.

(a) As a material inducement to Lender to enter into this Second Amendment, each of Borrower and Guarantors (each an “Obligor”) hereby releases and discharges Lender and each of its agents, employees, directors, officers, attorneys, accountants, affiliates, representatives, receivers, trustees, subsidiaries, predecessors, successors and assigns (collectively, the “Released Parties”) from all claims, damages, losses, demands, liabilities, obligations, actions and causes of action whatsoever (whether arising in contract or in tort, and whether at law or in equity), which each Obligor may now have or claim to have against the Released Parties, whether known or unknown, matured or contingent, liquidated or unliquidated, arising from, in connection with, or in any way concerning or relating to (i) the Loan (ii) the Loan Documents (iii) this Second Amendment, or (iv) any action or inaction of any person or entity released hereunder with respect to the Loan, the Loan Documents, and this Second Amendment (collectively “Claims”), except to the extent resulting from acts first arising after the execution and delivery of this Second Amendment and which are caused solely by Lender’s gross negligence or willful misconduct.

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(b) In connection herewith, each Obligor hereby acknowledge that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and it further agrees, represents and warrants that this release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the Released Parties from any such unknown Claims.

(c) Each Obligor represents and warrants that it has not heretofore assigned or transferred, or purported to assign or to transfer, to any person any Claim released hereunder or any portion thereof or interest therein, and each Obligor agrees to indemnify, defend and hold the Released Parties harmless from and against any and all claims based on or arising out of any such assignment or transfer or purported assignment or transfer.

16. Waiver of Jury Trial. EACH OBLIGOR AND LENDER HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY UNDER OR IN CONNECTION WITH THIS SECOND AMENDMENT OR ANY LOAN DOCUMENT OR UNDER OR IN CONNECTION WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH THIS SECOND AMENDMENT OR ANY LOAN DOCUMENT, AND AGREE THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS SECOND AMENDMENT.

Except as amended hereby the Loan Agreement remains in full force and effect.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF the parties have executed this Second Amendment as of the date first written above.

BORROWER:
LIGHTPATH TECHNOLOGIES, INC., a Delaware corporation
By:	/s/ Sam Rubin
	Sam Rubin, President
LENDER:
BANKUNITED, N.A., a national banking association
By:	/s/ Monica Antongeorgi
	Monica Antongeorgi, SVP
The following Guarantors acknowledge and consent to this Second Amendment as of the date first written above.
GUARANTORS:
GELTECH INC., a Delaware corporation
By:	/s/ Sam Rubin
	Sam Rubin, President
ISP OPTICS CORPORATION, a New York corporation
By:	/s/ Sam Rubin
	Sam Rubin, President

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LIGHTPATH OPTICAL INSTRUMENTATION (SHANGHAI) CO., LTD., a company formed under the law of the People’s Republic of China
By:	/s/ Sam Rubin
LIGHTPATH OPTICAL INSTRUMENTATION (ZHENJIANG) CO., LTD., a company formed under the law of the People’s Republic of China
By:	/s/ Sam Rubin
ISP OPTICS LATVIA, SIA, a company formed under the law of the Republic of Latvia
By:	/s/ Sam Rubin

   

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XML

Cover	Dec. 20, 2021
Cover [Abstract]
Entity Registrant Name	LIGHTPATH TECHNOLOGIES, INC.
Entity Central Index Key	0000889971
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Dec. 20, 2021
Entity File Number	000-27548
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	86-0708398
Entity Address Address Line 1	2603 Challenger Tech Court
Entity Address Address Line 2	Suite 100
Entity Address City Or Town	Orlando
Entity Address State Or Province	FL
Entity Address Postal Zip Code	32826
City Area Code	407
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	382-4003
Security 12b Title	Class A Common Stock, par value $0.01
Trading Symbol	LPTH
Security Exchange Name	NASDAQ