LightPath Technologies Inc-A美股招股说明书(2026-06-03版)

PROSPECTUS SUPPLEMENT(To Prospectuses dated May 12, 2025 and December 10, 2025) Primary Offering:3,571,400Shares ofClass A Common StockSecondary Offering:3,571,400Shares ofClass A Common Stock Pursuant to this prospectus supplement and the accompanying prospectuses, (i) LightPath Technologies, Inc., a Delawarecorporation (the “Company” or “we”), is hereby offering directly to certain institutional investors, an aggregate of 3,571,400 sharesof our Class A common stock, par value $0.01 per share (“Class A common stock”), at an offering price of $14.00 per share, and(ii) the selling stockholder named in this prospectus supplement is selling 3,571,400 shares of our Class A common stock at anoffering price per share of $14.00 per share. We will not receive any proceeds from the sale of the shares by the selling stockholder. Our Class A common stock is traded on The Nasdaq Capital Market under the symbol “LPTH.” The last reported saleprice of our Class A common stock on May 29, 2026 was $16.98 per share. We have engagedCraig-HallumCapital Group LLC (the “placementagent”) as our placement agent in connection withthe sale of the shares of our Class A common stock, and for the sale of the shares of the selling stockholder. The placement agent isnot purchasing the securities offered by us on behalf of any investors in the offering and is not required to sell any specific numberor dollar amount of securities, but will assist us in connection with such offering on a reasonable best efforts basis. Investing in our Class A common stock involves a high degree of risk. You should read this prospectus supplementand the accompanying prospectuses as well as the information incorporated herein and therein by reference carefullybefore you make your investment decision. See“Risk Factors”beginning on page S-10of this prospectus supplement, onpage 8 of the accompanying prospectus dated May 12, 2025 and on page 10 of the accompanying prospectus datedDecember 10, 2025, 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 disapprovedof these securities or determined if this prospectus supplement or the accompanying base prospectuses are truthful orcomplete. Any representation to the contrary is a criminal offense. Per ShareTotalPrimary - Offering Price$14.00$49,999,600Placement Agent’s Fees(1)$0.63$2,249,982Proceeds to us (before expenses)$13.37$47,749,618Secondary - Offering Price$14.00$49,999,600Placement Agent’s Fees(1)$0.63$2,249,982Proceeds to Selling Stockholder (before expenses)$13.37$47,749,618 (1)See “Plan of Distribution”on page S-14for additional information. Delivery of the shares of Class A Common Stock to the purchasers is expected to be made on or about June 3, 2026,against payment for such shares to be received by us on the same date. Sole Placement Agent Craig-Hallum The date of this prospectus supplement is June 1, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCERISK FACTORSUSE OF PROCEEDSDILUTIONSELLING STOCKHOLDERPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Base Prospectus, dated May 12, 2025 ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKSELLING STOCKHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCERISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering of Class A common stock and also adds to and updates information contained in the accompanying base prospectuses andthe documents incorporated by reference into the prospectuses. The second part is the accompanying base prospectuses, whichgives more general information, some of which may not apply to this offering of Class A common stock. We sometimes refer to theprospectus supplement and the accompanying base prospectus, taken together, as “the prospectus.” To the extent that any statementthat we make in this prospectus supplement or any documents incorporated by reference herein or therein, the statements made inthis prospectus supplement will be deemed to modify or supersede those made in such documents incorporated by reference hereinor therein. Pursuant to Rule 429 under the Securities Act of 1933, as