LightPath Technologies Inc-A美股招股说明书(2025-12-15版)

1,600,000 SHARES Class A Common Stock This prospectus relates to the resale from time to time of up to 1,600,000 shares (the “Shares”) of Class A common stock, parvalue $0.01 per share (the “Class A Common Stock”), of LightPath Technologies, Inc., a Delaware corporation (the “Company”). TheShares being offered were issued and sold to accredited investors in a private placement, which closed on September 16, 2025. We areregistering the Shares on behalf of the selling stockholders identified in this prospectus, to be offered and sold by them from time totime. We will not receive any proceeds from the sale of the Shares offered by this prospectus. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. The selling stockholderswill pay all broker and similar commissions and any legal fees and other costs, if any, incurred for the sale of the Shares of our Class ACommon Stock. The selling stockholders identified in this prospectus, or their respective donees, pledgees, transferees or other successors-in-interest, may offer the Shares from time to time on terms to be determined at the time of sale through ordinary brokerage transactionsor through any other means described in this prospectus under the caption “Plan of Distribution.” The Shares may be sold at fixedprices or at negotiated prices. For a list of the selling stockholders, see the section entitled “Selling Stockholders” on page 15 of thisprospectus. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You shouldread the entire prospectus and any amendments or supplements carefully before you make your investment decision. Our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol “LPTH.” On December 12, 2025, theclosing sale price of our Class A Common Stock on the Nasdaq Capital Market was $8.10 per share. You are urged to obtain currentmarket quotations for our Class A Common Stock. We are a “smaller reporting company” under applicable Securities and Exchange Commission rules and, as such, have electedto comply with certain reduced public company disclosure requirements for this prospectus and future filings. Investing in our Class A Common Stock involves significant risks. See “Risk Factors” beginning on page 8 of thisprospectus and in the documents incorporated by reference in this prospectus for a discussion of the factors you shouldcarefully consider before deciding to purchase our Class A Common Stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is December 15, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2RISK FACTORS8CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS9USE OF PROCEEDS10DESCRIPTION OF CAPITAL STOCK10SELLING STOCKHOLDERS14PLAN OF DISTRIBUTION15LEGAL MATTERS17EXPERTS17WHERE YOU CAN FIND MORE INFORMATION18INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE18 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using the “shelf” registrationprocess. Under this prospectus, the selling stockholders may, from time to time, sell up to 1,600,000 shares of our Class A CommonStock as described in this prospectus. We are not selling any shares of Class A Common Stock under this prospectus and will notreceive any proceeds from the sale of the Shares of Class A Common Stock by the selling stockholders. You should not assume that theinformation contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus orthat any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated byreference, even though this prospectus is delivered or securities are sold or otherwise disposed of on a later date. It is important for youto read and consider all information contained in this prospectus, including information incorporated by reference herein, in makingyour investment decision. You should also read and consider the information in the documents to which we have referred you underthe captions “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus. You should rely only on the information contained in or incorporated by reference in this prospectus. Neither we nor theselling stockholders have authorized anyone to provide you with different or additional information. This prospectus does notconstitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this prospectus or anoffer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or so