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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001102624-09-000419.txt : 20090901
<SEC-HEADER>0001102624-09-000419.hdr.sgml : 20090901
<ACCEPTANCE-DATETIME>20090901170609
ACCESSION NUMBER:		0001102624-09-000419
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20090901
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090901
DATE AS OF CHANGE:		20090901

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIGHTPATH TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0000889971
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		IRS NUMBER:				860708398
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-27548
		FILM NUMBER:		091049134

	BUSINESS ADDRESS:	
		STREET 1:		2603 CHALLENGER TECH CT
		STREET 2:		SUITE 100
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32826
		BUSINESS PHONE:		4073824003
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>lightpath8k.htm
<DESCRIPTION>LIGHTPATH TECHNOLOGIES INC. 8-K
<TEXT>
<table cellpadding="3" border="0" cellspacing="0" width="100%">
<tr><td>
</td></tr>
</table>
<center>
<table border=0 cellpadding=3 cellspacing=0>
<tr><td align="center"><br><br>
<B>UNITED STATES</B><br>
<B>SECURITIES AND EXCHANGE COMMISSION</B><br>
Washington, D.C. 20549<p>
<hr size=1>
<p><b>FORM 8-K<p>
CURRENT REPORT
<p>
Pursuant to Section 13 or 15(d) of the<br>Securities Exchange Act of 1934
</td>
</tr>
</table>
<p>
<b>
<table border=0 cellpadding=0 cellspacing=0>
<tr><td colspan=5 align=center>
<b>Date of Report: September 01, 2009</b><br>
(Date of earliest event reported)<br><br>
</td></tr>
<tr><td colspan=5 align=center>
<b>LightPath Technologies Inc.</b><br>
(Exact name of registrant as specified in its charter)
</td></tr>
<tr><td colspan=5><br></td></tr>
<tr>
<td align=center colspan=2 width="40%" valign="top">
<b>FL</b><br>
(State or other jurisdiction <br>of incorporation)
</td>
<td align=center width="20%" valign="top">
<b>000-27548</b><br>
(Commission File Number)
</td>
<td align=center colspan=2 width="40%" valign="top">
<b>86-0708398</b><br>
(IRS Employer <br>Identification Number)
</td>
</tr>
<tr><td colspan=5><br></td></tr>
<tr>
<td align="center" colspan=2>
<b>2603 Challenger Tech CT #100</b><br>
(Address of principal executive offices)
</td>
<td>&nbsp;</td>
<td align="center" colspan=2>
<b>32826</b><br>
(Zip Code)
</td>
</tr>
<tr><td colspan=5 align=center><br>
<b>407-382-4003</b><br>(Registrant's telephone number, including area code)
</td></tr>
<tr><td colspan=5><br></td></tr>
<tr><td colspan=5 align=center>
<b>Not Applicable</b><br>(Former Name or Former Address, if changed since last report)<br>
</td></tr>
</table>
</center>
<br><br>
</b>
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:<br>
<dl>
 <dd><font face="wingdings">o</font> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
 <dd><font face="wingdings">o</font> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
 <dd><font face="wingdings">o</font> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  <br>
 <dd><font face="wingdings">o</font> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  <br>
</dl>
<hr size=1>
<table width=100%>
<tr><td width="100%">
<b>Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing</b></b><br>
<br>
On May 20, 2009, LightPath Technologies, Inc. ("LightPath" or the "Company") received a notification from The NASDAQ Listing Qualifications of The NASDAQ Stock Market, LLC that the Company did not comply with Marketplace Rule 4310(c)(3), which requires the Company to have a minimum of $2,500,000 in stockholders' equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years.
<br>
<br>	Subsequently, two events have occurred which the Company believes has enabled the Company to regain compliance with the stockholders' equity requirement.  First, on July 27, 2009, the Company received a payment from its D&O insurance carrier of $182,687 to reimburse the Company for legal fees relating to a lawsuit which has previously been dismissed from federal court.
<br>
<br>	Secondly, on August 19, 2009, LightPath executed a Securities Purchase Agreement with 33 institutional and private investors with respect to a private placement of an aggregate of 1,298,827 shares of the Company's Class A Common Stock, $0.01 par value (the "Common Stock"), and warrants to purchase 649,423 shares of Common Stock at $1.26 per share (the "Warrants"). The warrants are priced at $1.73 per shares and are exercisable for a period of five years beginning on February 19, 2010. The Company received aggregate gross cash proceeds from the issuance of the Common Stock (exclusive of proceeds from any future exercise of the Warrants) in the amount $1,636,500.  The net proceeds for the private placement, and the corresponding increase to stockholders' equity, were $1,473,400.
<br>
<br>	Based upon the two events described above, the Company believes that it has regained compliance with the minimum stockholders' equity requirement.  Nasdaq has informed the Company that it will continue to monitor the Company's ongoing compliance with the stockholders' equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.
<br>
<p>
<b>Item 8.01. Other Events</b></b><br>
<br>
On September 1, 2009, the Company issued a news release with respect to the status of the stockholders' equity requirement of NASDAQ described in Item 3.01 hereof and is incorporated herein by reference.  A copy of the news release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
<p>
<b>Item 9.01. Financial Statements and Exhibits</b></b><br />
<br>

<p>
<b>(a) Financial statements:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(b) Pro forma financial information:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(c) Shell company transactions:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(d) Exhibits</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  99.1 &nbsp; &nbsp; &nbsp; <a href="lightpathtechnologi.htm">Press Release of LightPath Technologies Inc. dated September 01, 2009</a></b>
<br>
<p>
<hr size=1>
<b><center>SIGNATURE</center></b>
<p>
&nbsp; &nbsp; &nbsp; Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
              signed on its behalf by the undersigned hereunto duly authorized.<p>
</td></tr>
</table>
<br>
<table border="0" width="100%">
<tr>
<td width="50%" valign=top>
Dated: September 01, 2009<br>
</td>
<td>
<b>LIGHTPATH TECHNOLOGIES INC.</b>
<p>
By: <u>&nbsp;/s/ Dorothy M. Cipolla &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </u> <br>
&nbsp; &nbsp; &nbsp;Dorothy M. Cipolla<br>
&nbsp; &nbsp; &nbsp;<i>Dorothy M. Cipolla</i><br>
</td></tr>
</table>
<hr>
<center>
<table border=0 width="100%">
<tr><td colspan=2>
<center><b>Exhibit Index</b></center>
</td>
</tr>
<tr>
<td width=50% align=center><b><u>Exhibit No.</u></b></td>
<td width=50% align=center><b><u>Description</u></b></td>
</tr>
<tr>
<td align=center>99.1</td>
<td align=center>Press Release of LightPath Technologies Inc. dated September 01, 2009</td>
</tr>
</table>
</center>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>lightpathtechnologi.htm
<DESCRIPTION>LIGHTPATH TECHNOLOGIES INC. PRESS RELEASE
<TEXT>

<p></p>
<b>LightPath Technologies Announces Compliance With Nasdaq Minimum Stockholders' Equity Requirement</b>
<p>ORLANDO, FL -- (Marketwire - September 01, 2009) -  LightPath Technologies, Inc. (NASDAQ: LPTH)
today announced that it believes that is has regained compliance with the
Nasdaq minimum stockholders' equity requirement.
</p>
<p>
On May 20, 2009, we received a notification from The NASDAQ Listing
Qualifications of The NASDAQ Stock Market, LLC that we did not comply with
Marketplace Rule 4310(c)(3), which requires us to have a minimum of
$2,500,000 in stockholders' equity or $35,000,000 market value of listed
securities or $500,000 of net income from continuing operations for the
most recently completed fiscal year or two of the three most recently
completed fiscal years.
</p>
<p>
Subsequently, two events have occurred which we believe have enabled us to
regain compliance with the stockholders' equity requirement.  First, on
July 27, 2009, we received a payment from our D&amp;O insurance carrier of
$182,687 to reimburse us for legal fees relating to a lawsuit which has
previously been dismissed from federal court.
</p>
<p>
Secondly, on August 19, 2009, LightPath executed a Securities Purchase
Agreement with 33 institutional and private investors with respect to a
private placement of an aggregate of 1,298,827 shares of our Class A common
stock. The net proceeds for the private placement, and the corresponding
increase to stockholders' equity, were $1,473,400.
</p>
<p>
Based upon the two events described above, we now meet the compliance
requirements for the minimum stockholders' equity requirement.  Nasdaq has
informed us that it will continue to monitor our ongoing compliance with
the stockholders' equity requirement and, if at the time of our next
periodic report we do not evidence compliance, that we could be subject to
delisting.
</p>
<p>
About LightPath Technologies
</p>
<p>
LightPath manufactures optical products including precision molded aspheric
optics, GRADIUM&#174; glass products, proprietary collimator assemblies, laser
components utilizing proprietary automation technology, higher-level
assemblies and packing solutions. LightPath has a strong patent portfolio
that has been granted or licensed to us in these fields. LightPath common
stock trades on the Nasdaq Capital Market under the stock symbol LPTH. For
more information visit www.lightpath.com
</p>
<p>
This news release includes statements that constitute forward-looking
statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. This information may involve
risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. Factors that could cause
or contribute to such differences include, but are not limited to, factors
detailed by LightPath Technologies, Inc. in its public filings with the
Securities and Exchange Commission. Except as required under the federal
securities laws and the rules and regulations of the Securities and
Exchange Commission, we do not have any intention or obligation to update
publicly any forward-looking statements whether as a result of new
information, future events or otherwise.
</p>
<p>
GRADIUM&#174; is a registered trademark of LightPath Technologies

</p>
<pre>
Contact:
Dorothy Cipolla
CFO
LightPath Technologies, Inc.
Phone: +1-407-382-4003 x305
Email: dcipolla@lightpath.com</a>
Internet:  www.lightpath.com</a>


</pre>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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