Filed: 4 May 21, 4:03pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 28, 2021
Date of Report (Date of earliest event reported)
LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
|(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)
(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))
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|
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.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2021, Mr. Robert Ripp notified the Board of Directors (the “Board”) of LightPath Technologies, Inc. (the “Company”) of his intent to retire as Chairman and as a member of the Board, effective on May 11, 2021. In connection with his retirement, Mr. Ripp will also resign as a member of the Finance Committee and as Chairman of the Nominating and Corporate Governance Committee. Mr. Ripp has served as one of the Company’s directors and as Chairman since 1999. Mr. Ripp’s retirement is based on his fulfillment of transition activity with the Company’s new Chief Executive Officer and to comply with the recently approved mandatory retirement age for directors. Further, Mr. Ripp’s departure is not due to any disagreement with the Company. Mr. Ripp previously elected to defer receipt of his restricted stock units until separation from the Board. Accordingly, all of vested restricted stock units, as well as all unvested restricted stock units (which units will vest on his retirement date) will be issued on or about May 11, 2021.
LightPath’s Board of Directors and the executive management team recognize Mr. Ripp’s dedication and many contributions to the Company for more than 20 years and wish him well in his retirement.
Item 7.01 Regulation FD Disclosure.
On May 4, 2021, the Company issued a press release announcing Mr. Ripp’s retirement as Chairman of the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information in the press release shall no be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
|Press Release dated May 4, 2021|
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: May 4, 2021||By:||/s/ Donald O. Retreage, Jr.|
Donald O. Retreage, Jr.,
Chief Financial Officer