LightPath Technologies Inc-A美股招股说明书(2025-12-11版)

Subject to completion, dated December 11, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated December 10, 2025) Class A Common Stock LightPath Technologies, Inc., a Delaware corporation (the “Company” or “we”), is hereby offering to sellofshares of our Class A common stock, par value $0.01 per share (“Class A common stock”), pursuant to this prospectus supplement andaccompanying prospectus. Each share of our Class A common stock is being sold at a purchase price of $. Our Class A common stock is traded on The Nasdaq Capital Market under the symbol “LPTH.” The last reported sale price ofour Class A common stock on December 10, 2025 was $8.82 per share. Investing in our Class A common stock involves a high degree of risk. You should read this prospectus supplement andthe accompanying prospectus as well as the information incorporated herein and therein by reference carefully before youmake your investment decision. See “Risk Factors” beginning on page S-10 of this prospectus supplement and on page 10 ofthe accompanying prospectus, as well as other risk factors incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Per ShareTotalPublic Offering Price$$Underwriting Discounts and Commissions(1)$$Proceeds to us (before expenses)$$___________ (1) In addition, we have agreed to reimburse certain expenses of the underwriters in connection with this offering. See “Underwriting”on page S-14 for additional information regarding total underwriting compensation. We have granted the underwriters an option to purchase up to an additionalshares of Class A common stockfrom us at the price to the public, less the underwriting discounts and commissions, for 30 days after the date of this prospectussupplement. The underwriters expect to deliver the shares of our Class A common stock against payment therefore on or about, 2025. Joint Bookrunners Canaccord Genuity Craig-Hallum The date of this prospectus supplement is, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUPPLEMENT SUMMARYS-2THE OFFERINGS-7CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-8WHERE YOU CAN FIND MORE INFORMATIONS-9INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-9RISK FACTORSS-10USE OF PROCEEDSS-12DILUTIONS-13UNDERWRITINGS-14LEGAL MATTERSS-24EXPERTSS-24 Base Prospectus ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7WHERE YOU CAN FIND MORE INFORMATION8INCORPORATION OF CERTAIN INFORMATION BY REFERENCE8RISK FACTORS10USE OF PROCEEDS10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF WARRANTS15DESCRIPTION OF UNITS17PLAN OF DISTRIBUTION18LEGAL MATTERS20EXPERTS20 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement on Form S-3 (File No.333-291717) that we filed with the SEC, using a “shelf” registration process. Under this “shelf” process, we may sell from time to timein one or more offerings up to $200.0million in aggregate offering price of our securities. The shares of our Class A common stockthat may be offered, issued, and sold under this prospectus supplement are included in the $200.0 million of our securities that may beoffered, issued, and sold by us pursuant to our shelf registration statement. To the extent that any statement that we make in this prospectus supplement or any documents incorporated by referenceherein or therein, the statements made in this prospectus supplement will be deemed to modify or supersede those made in suchdocuments incorporated by reference herein or therein. Neither we nor the underwriters have authorized anyone to provide information different from that contained in thisprospectus supplement and the accompanying prospectus, including any free writing prospectus that we have authorized for use in thisoffering. When you make a decision about whether to invest in our Class A common stock, you should not rely upon any informationother than the information in this prospectus supplement or the accompanying prospectus, including any free writing prospectus thatwe have authorized for use in this offering. Neither the delivery of this prospectus supplement or the accompanying prospectus,including any free writing prospectus that we have authorized for use in this offering, nor the sale of our Class A common stock meansthat information contained in this prospectus supplement and the accompanying prospectus, including any free writing prospectus thatwe have authorized for use in this offering, is correct after their respective dates. It is important for you to read and consider allinformation contained in this prospectus supplement and the accompanying prospectus, including the information