<SEC-DOCUMENT>0001437749-26-006960.txt : 20260304
<SEC-HEADER>0001437749-26-006960.hdr.sgml : 20260304
<ACCEPTANCE-DATETIME>20260304200028
ACCESSION NUMBER:		0001437749-26-006960
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20260304
DATE AS OF CHANGE:		20260304

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIGHTPATH TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0000889971
		STANDARD INDUSTRIAL CLASSIFICATION:	SEMICONDUCTORS & RELATED DEVICES [3674]
		ORGANIZATION NAME:           	04 Manufacturing
		EIN:				860708398
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-53353
		FILM NUMBER:		26723677

	BUSINESS ADDRESS:	
		STREET 1:		2603 CHALLENGER TECH CT
		STREET 2:		STE 100
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32826-2716
		BUSINESS PHONE:		4073824003

	MAIL ADDRESS:	
		STREET 1:		2603 CHALLENGER TECH CT
		STREET 2:		STE 100
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32826-2716

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			North Run Strategic Opportunities Fund I, LP
		CENTRAL INDEX KEY:			0002052913
		ORGANIZATION NAME:           	
		EIN:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		867 BOYLSTON STREET, 5TH FLOOR #1361
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02216
		BUSINESS PHONE:		617-310-6130

	MAIL ADDRESS:	
		STREET 1:		867 BOYLSTON STREET, 5TH FLOOR #1361
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02216
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <previousAccessionNumber>0001654954-25-001914</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
          <cik>0002052913</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>3</amendmentNo>
      <securitiesClassTitle>Class A common stock, $0.01 par value</securitiesClassTitle>
      <dateOfEvent>03/03/2026</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0000889971</issuerCIK>
        <issuerCUSIP>532257805</issuerCUSIP>
        <issuerName>LIGHTPATH TECHNOLOGIES INC</issuerName>
        <address>
          <com:street1>2603 CHALLENGER TECH CT</com:street1>
          <com:street2>STE 100</com:street2>
          <com:city>ORLANDO</com:city>
          <com:stateOrCountry>FL</com:stateOrCountry>
          <com:zipCode>32826-2716</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Todd B. Hammer</personName>
          <personPhoneNum>4073824003</personPhoneNum>
          <personAddress>
            <com:street1>867 Boylston Street</com:street1>
            <com:street2>5th Floor #1361</com:street2>
            <com:city>Boston</com:city>
            <com:stateOrCountry>MA</com:stateOrCountry>
            <com:zipCode>02116</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0002052913</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>North Run Strategic Opportunities Fund I, LP</reportingPersonName>
        <fundType>AF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>DE</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>10994225.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>10994225.00</sharedDispositivePower>
        <aggregateAmountOwned>10994225.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>16.2</percentOfClass>
        <typeOfReportingPerson>PN</typeOfReportingPerson>
        <commentContent>*Consists of (i) 3,020,527 shares of Class A Common Stock, par value $0.01 per share (the "Shares") of LightPath Technologies, Inc. (the "Issuer") and (ii) 7,973,698 Shares issuable upon the conversion of 15,762.6 shares of Series G Convertible Preferred Stock ("Series G Preferred"). The reported shares of the Series G Preferred are currently exercisable.

The aggregate percentage of Shares reported owned by each person named herein is based upon 59,708,603 Shares outstanding as of March 4, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to North Run Strategic Opportunities Fund I, LP ("NR-SOF") on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred and 740,000 Shares issued to NR-SOF on March 2, 2026 upon its conversion of 1,591 shares of Series G Preferred.
</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonCIK>0002058804</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>North Run Strategic Opportunities Fund I GP, LLC</reportingPersonName>
        <fundType>AF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>DE</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>10994225.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>10994225.00</sharedDispositivePower>
        <aggregateAmountOwned>10994225.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>16.2</percentOfClass>
        <typeOfReportingPerson>OO</typeOfReportingPerson>
        <commentContent>*Consists of (i) 3,020,527 Shares and (ii) 7,973,698 Shares issuable upon the conversion of 15,762.6 shares of Series G Preferred. The reported shares of Series G Preferred are currently exercisable.

The aggregate percentage of Shares reported owned by each person named herein is based upon 59,708,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred and 740,000 Shares issued to NR-SOF on March 2, 2026 upon its conversion of 1,591 shares of Series G Preferred.
</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonCIK>0001283774</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>ELLIS THOMAS B</reportingPersonName>
        <fundType>AF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>10994225.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>10994225.00</sharedDispositivePower>
        <aggregateAmountOwned>10994225.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>16.2</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <commentContent>*Consists of (i) 3,020,527 Shares and (ii) 7,973,698 Shares issuable upon the conversion of 15,762.6 shares of Series G Preferred. The reported shares of Series G Preferred are currently exercisable.

The aggregate percentage of Shares reported owned by each person named herein is based upon 59,708,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred and 740,000 Shares issued to NR-SOF on March 2, 2026 upon its conversion of 1,591 shares of Series G Preferred.
</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonCIK>0001283775</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>HAMMER TODD B</reportingPersonName>
        <fundType>AF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>10994225.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>10994225.00</sharedDispositivePower>
        <aggregateAmountOwned>10994225.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>16.2</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <commentContent>*Consists of (i) 3,020,527 Shares and (ii) 7,973,698 Shares issuable upon the conversion of 15,762.6 shares of Series G Preferred. The reported shares of Series G Preferred are currently exercisable.

The aggregate percentage of Shares reported owned by each person named herein is based upon 59,708,603 Shares outstanding as of February 24, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred and 740,000 Shares issued to NR-SOF on March 2, 2026 upon its conversion of 1,591 shares of Series G Preferred.
</commentContent>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Class A common stock, $0.01 par value</securityTitle>
        <issuerName>LIGHTPATH TECHNOLOGIES INC</issuerName>
        <issuerPrincipalAddress>
          <com:street1>2603 CHALLENGER TECH CT</com:street1>
          <com:street2>STE 100</com:street2>
          <com:city>ORLANDO</com:city>
          <com:stateOrCountry>FL</com:stateOrCountry>
          <com:zipCode>32826-2716</com:zipCode>
        </issuerPrincipalAddress>
        <commentText>This Amendment No. 3 ("Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on February 25, 2025, as amended by Amendment No. 1 filed on January 7, 2026 and Amendment No. 2 filed on February 24, 2026 (as amended, the "Original Schedule 13D" and the Original Schedule 13D as amended by this Amendment No. 3, the "Schedule 13D"). This Amendment No. 3 amends and supplements Items 3, 4 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Original Schedule 13D.  </commentText>
      </item1>
      <item3>
        <fundsSource>Item 3 is hereby amended and supplemented to add the following at the end thereof:

The information in Item 5(c) is incorporated herein by reference. </fundsSource>
      </item3>
      <item4>
        <transactionPurpose>Item 4 is hereby amended and supplemented to add the following at the end thereof:

The information in Item 5(c) is incorporated herein by reference.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>Item 5 is hereby amended and restated in its entirety to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 59,708,603 Shares outstanding as of March 4, 2026, which is the total number of Shares outstanding as of February 8, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 11, 2026 in addition to 1,260,000 Shares issued to NR-SOF on February 20, 2026 upon its conversion of 2,709 shares of Series G Preferred and 740,000 Shares issued to NR-SOF on March 2, 2026 upon its conversion of 1,591 shares of Series G Preferred.  As a result of the Stockholder Approval, the percentages set forth herein for each of the Reporting Persons do not give effect to the Beneficial Ownership Limitation or the Exchange Cap.

As of the date hereof, NR-SOF directly beneficially owns 10,994,225 Shares, constituting approximately 16.2% of the Shares outstanding.

North Run Opportunities, as the general partner of NR-SOF, may be deemed to beneficially own 10,994,225 Shares, constituting approximately 16.2% of the Shares outstanding.

Each of Mr. Hammer and Mr. Ellis, as the sole members of North Run Opportunities, may be deemed to beneficially own 10,994,225 Shares, constituting approximately 16.2% of the Shares outstanding.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
</percentageOfClassSecurities>
        <numberOfShares>Each of North Run Opportunities, and Messrs. Hammer and Ellis may be deemed to share the power to vote and dispose of the Shares owned by NR-SOF.</numberOfShares>
        <transactionDesc>Except as otherwise set forth herein, there have been no transactions in securities of the Issuer by the Reporting Persons during the past 60 days.

On January 5, 2026, NR-SOF received 2,728,968 Shares upon the cashless exercise of 3,499,289 Warrants.

On February 20, 2026, NR-SOF converted 2,709 shares of Series G Preferred into 1,260,000 Shares at the conversion price of $2.15 per Share.

On February 20, 2026, NR-SOF sold 218,811 Shares at a weighted average price of $13.18 per share, or $2,883,113.24 in the aggregate, in open market sales.  The Shares were sold at prices ranging from $13.00 to $13.3019, inclusive.

On February 20, 2026, NR-SOF sold 376,762 Shares at a weighted average price of $12.15 per share, or $4,576,629.24 in the aggregate, in open market sales.  The Shares were sold at prices ranging from $11.92 to $12.6577, inclusive.

On February 23, 2026, NR-SOF sold 6,500 Shares at a weighted average price of $12.01 per share, or $78,074.13 in the aggregate, in open market sales.  The Shares were sold at prices ranging from $12.0038 to $12.05, inclusive.

On February 24, 2026, NR-SOF sold 131,281 Shares at a weighted average price of $12.02 per share, or $1,577,640.14 in the aggregate, in open market sales.  The Shares were sold at prices ranging from $12.00 to $12.0214, inclusive.

On February 25, 2026, NR-SOF sold 300,092 Shares at a weighted average price of $12.18 per share, or $3,654,771.68 in the aggregate, in open market sales.  The Shares were sold at prices ranging from $12.0076 to $12.3617, inclusive.

On March 2, 2026, NR-SOF converted 1,591 shares of Series G Preferred into 740,000 Shares at the conversion price of $2.15 per Share.

On March 2, 2026, NR-SOF sold 238,991 Shares at a weighted average price of $12.03 per share, or $2,876,234.29 in the aggregate, in open market sales.  The Shares were sold at prices ranging from $12.0002 to $12.1608, inclusive.

On March 3, 2026, NR-SOF sold 381,004 Shares at a weighted average price of $12.18 per share, or $4,641,115.09 in the aggregate, in open market sales.  The Shares were sold at prices ranging from $12.00 to $12.30, inclusive.

On March 4, 2026, NR-SOF sold 55,000 Shares at a weighted average price of $12.09 per share, or $664,818.42 in the aggregate, in open market sales.  The Shares were sold at prices ranging from $12.02 to $12.164, inclusive.

The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the ranges set forth in this Item 5(c).
</transactionDesc>
        <listOfShareholders>No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.</listOfShareholders>
        <date5PercentOwnership>Not applicable</date5PercentOwnership>
      </item5>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>North Run Strategic Opportunities Fund I, LP</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Todd B. Hammer</signature>
          <title>Todd B. Hammer, Member</title>
          <date>03/04/2026</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>North Run Strategic Opportunities Fund I GP, LLC</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Todd B. Hammer</signature>
          <title>Todd B. Hammer, Member</title>
          <date>03/04/2026</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>ELLIS THOMAS B</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Thomas B. Ellis</signature>
          <title>Member</title>
          <date>03/04/2026</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>HAMMER TODD B</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Todd B. Hammer</signature>
          <title>Member</title>
          <date>03/04/2026</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
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</SEC-DOCUMENT>
