Blueprint
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
October 30,
2018
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 ofincorporation or
organization)
|
|
(Commission File
Number)
|
|
(I.R.S.
EmployerIdentification
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)
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 October 30,
2018, LightPath Technologies, Inc. (the “Company”)
entered into the Fifth Amendment to Second Amended and Restated
Loan and Security Agreement (the “Amendment”) relating
to its previously disclosed acquisition term loan (the “Term
Loan”) and working capital revolving line of credit (the
“Revolving Line”) pursuant to that certain Second
Amended and Restated Loan and Security Agreement, dated December
21, 2016 (the “LSA”), with Avidbank Corporate Finance,
a division of Avidbank (the “Lender”). The descriptions
of the (i) LSA, Term Loan, and Revolving Line set forth under Items
1.01, 2.01, and 2.03 in the Company’s Current Report on Form
8-K dated December 21, 2016, (ii) First Amendment to Second Amended
and Restated Loan and Security Agreement set forth under Items 1.01
and 2.03 in the Company’s Current Report on Form 8-K dated
December 20, 2017, (iii) Second Amendment to Second Amended and
Restated Loan and Security Agreement set forth under Items 1.01 and
2.03 in the Company’s Current Report on Form 8-K dated
January 16, 2018, (iv) Third Amendment to Second Amended and
Restated Loan and Security Agreement set forth under Item 5 in the
Company’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission (the “SEC”) on May
14, 2018, and (v) Fourth Amendment to Second Amended and Restated
Loan and Security Agreement set forth under Item 9B in the
Company’s Annual Report on Form 10-K filed with the SEC on
September 13, 2018 are incorporated by reference
herein.
The Amendment
extends the maturity date of the Revolving Line from December 21,
2018 to March 21, 2019. In connection therewith, the Amendment also
amends (i) the definition of “Adjusted EBITDA” and (ii)
adds a new paragraph at the end of Section 6.9(a) of the LSA to
allow the Company to include in the calculation of Adjusted EBITDA,
for purposes of determining the fixed charge coverage ratio and
compliance with the fixed charge ratio covenant, the addback of the
following one-time expenses: (1) implementation and integration to
ERP systems, (2) consulting expenses with Mark Lifshotz and Joseph
Menaker, (3) manufacturing overlap due to deficiencies with New
York site, (4) relocation, severance, and retention expense for New
York staff, (5) closure of New York site, (6) equipment relocation
costs, and (7) new facility readiness.
The foregoing
descriptions of the Amendment are summaries only, and are qualified
in their entirety by reference to the complete text of the
Amendment filed herewith as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
of Registrant.
The
information set forth under Item 1.01 above is incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and
Exhibits
(d)
|
Exhibit No.
|
|
Description
|
|
|
|
Fifth
Amendment to Second Amended and Restated Loan and Security
Agreement, dated October 30, 2018
|
|
|
|
|
|
|
|
Affirmation of
Guarantee of Geltech, Inc. dated October 30,
2018
|
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: November 1,
2018 |
By:
|
/s/ Donald O. Retreage,
Jr.
|
|
|
|
|
Donald O.
Retreage, Jr., CFO
|
|
|
|
|
|
|