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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Lightpath Technologies Inc | NASDAQ:LPTH | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.44 | 1.24 | 1.67 | 0 | 09:00:00 |
DELAWARE
|
|
86-0708398
|
(State or other jurisdiction ofincorporation or
organization)
|
|
(I.R.S. EmployerIdentification No.)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
|
|
Emerging growth company
|
☐
|
Item
|
|
Page
|
|
|
|
Cautionary
Note Concerning Forward-Looking Statements
|
3
|
|
|
|
|
Part I
|
Financial Information
|
|
|
|
|
Item
1
|
Financial
Statements
|
4
|
|
Unaudited
Condensed Consolidated Balance Sheets
|
4
|
|
Unaudited
Condensed
Consolidated Statements of Comprehensive Income
(Loss)
|
5
|
|
Unaudited
Condensed
Consolidated Statement of Stockholders’ Equity
|
6
|
|
Unaudited
Condensed
Consolidated Statements of Cash Flows
|
7
|
|
Notes
to Unaudited
Condensed
Consolidated Financial Statements
|
8
|
Item
2
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations Overview
|
19
|
|
Results
of Operations
|
20
|
|
Liquidity
and Capital Resources
|
21
|
|
Contractual
Obligations and Commitments
|
23
|
|
Off
Balance Sheet Arrangements
|
23
|
|
Critical
Accounting Policies and Estimates
|
23
|
Item
4
|
Controls
and Procedures
|
28
|
|
|
|
Part II
|
Other Information
|
29
|
|
|
|
Item
1
|
Legal
Proceedings
|
29
|
Item
2
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
29
|
Item
3
|
Defaults
Upon Senior Securities
|
29
|
Item
4
|
Mine
Safety Disclosures
|
29
|
Item
5
|
Other
Information
|
29
|
Item
6
|
Exhibits
|
29
|
|
|
|
Signatures
|
32
|
|
September 30,
|
June 30,
|
Assets
|
2018
|
2018
|
Current
assets:
|
|
|
Cash
and cash equivalents
|
$
4,532,096
|
$
5,508,620
|
Restricted
cash
|
1,000,000
|
1,000,000
|
Trade
accounts receivable, net of allowance of $24,398 and
$13,364
|
5,240,578
|
5,370,508
|
Inventories,
net
|
6,361,262
|
6,404,741
|
Other
receivables
|
30,749
|
46,574
|
Prepaid
expenses and other assets
|
1,162,517
|
1,058,610
|
Total
current assets
|
18,327,202
|
19,389,053
|
|
|
|
Property
and equipment, net
|
11,763,255
|
11,809,241
|
Intangible
assets, net
|
8,728,699
|
9,057,970
|
Goodwill
|
5,854,905
|
5,854,905
|
Deferred
tax assets, net
|
922,000
|
624,000
|
Other
assets
|
383,009
|
381,945
|
Total
assets
|
$
45,979,070
|
$
47,117,114
|
Liabilities and Stockholders’ Equity
|
|
|
Current
liabilities:
|
|
|
Accounts
payable
|
$
1,874,941
|
$
2,032,834
|
Accrued
liabilities
|
628,562
|
685,430
|
Accrued
payroll and benefits
|
1,081,627
|
1,228,120
|
Loans
payable, current portion
|
1,458,800
|
1,458,800
|
Capital
lease obligation, current portion
|
279,204
|
307,199
|
Total
current liabilities
|
5,323,134
|
5,712,383
|
|
|
|
Capital
lease obligation, less current portion
|
478,221
|
550,127
|
Deferred
rent
|
354,536
|
377,364
|
Loans
payable, less current portion
|
4,760,828
|
5,119,796
|
Total
liabilities
|
10,916,719
|
11,759,670
|
|
|
|
Commitments
and Contingencies
|
|
|
|
|
|
Stockholders’
equity:
|
|
|
Preferred
stock: Series D, $.01 par value, voting;
|
|
|
500,000
shares authorized; none issued and outstanding
|
—
|
—
|
Common
stock: Class A, $.01 par value, voting;
|
|
|
44,500,000
shares authorized; 25,773,605 and 25,764,544
|
|
|
shares
issued and outstanding
|
257,736
|
257,645
|
Additional
paid-in capital
|
229,989,483
|
229,874,823
|
Accumulated
other comprehensive income
|
646,555
|
473,508
|
Accumulated
deficit
|
(195,831,423
)
|
(195,248,532
)
|
Total
stockholders’ equity
|
35,062,351
|
35,357,444
|
Total
liabilities and stockholders’ equity
|
$
45,979,070
|
$
47,117,114
|
|
Three Months Ended
|
|
|
September 30,
|
|
|
2018
|
2017
|
Revenue,
net
|
$
8,549,721
|
$
7,572,093
|
Cost
of sales
|
5,506,548
|
4,282,756
|
Gross
margin
|
3,043,173
|
3,289,337
|
Operating
expenses:
|
|
|
Selling,
general and administrative
|
2,463,878
|
2,398,242
|
New
product development
|
469,983
|
381,388
|
Amortization
of intangibles
|
329,271
|
329,271
|
Loss
on disposal of property and equipment
|
58,757
|
—
|
Total
operating costs and expenses
|
3,321,889
|
3,108,901
|
Operating
income (loss)
|
(278,716
)
|
180,436
|
Other
income (expense):
|
|
|
Interest
expense, net
|
(145,013
)
|
(201,261
)
|
Change
in fair value of warrant liability
|
-
|
48,380
|
Other
income (expense), net
|
(338,122
)
|
248,124
|
Total
other income (expense), net
|
(483,135
)
|
95,243
|
Income
(loss) before income taxes
|
(761,851
)
|
275,679
|
Provision
for income taxes
|
(178,960
)
|
57,984
|
Net
income (loss)
|
$
(582,891
)
|
$
217,695
|
Foreign
currency translation adjustment
|
173,047
|
54,147
|
Comprehensive
income (loss)
|
$
(409,844
)
|
$
271,842
|
Earnings
(loss) per common share (basic)
|
$
(0.02
)
|
$
0.01
|
Number
of shares used in per share calculation (basic)
|
25,772,718
|
24,235,058
|
Earnings
(loss) per common share (diluted)
|
$
(0.02
)
|
$
0.01
|
Number
of shares used in per share calculation (diluted)
|
25,772,718
|
26,221,588
|
|
|
|
|
Accumulated
|
|
|
|
Class A
|
|
Additional
|
Other
|
|
Total
|
|
Common Stock
|
|
Paid-in
|
Comphrehensive
|
Accumulated
|
Stockholders’
|
|
Shares
|
Amount
|
Capital
|
Income
|
Deficit
|
Equity
|
Balances at
June 30, 2018
|
25,764,544
|
$
257,645
|
$
229,874,823
|
$
473,508
|
$
(195,248,532
)
|
$
35,357,444
|
Issuance of
common stock for:
|
|
|
|
|
|
|
Employee Stock Purchase Plan
|
9,061
|
91
|
20,750
|
—
|
—
|
20,841
|
Stock-based
compensation on stock options & RSUs
|
—
|
—
|
93,910
|
—
|
—
|
93,910
|
Foreign
currency translation adjustment
|
—
|
—
|
—
|
173,047
|
—
|
173,047
|
Net
loss
|
—
|
—
|
—
|
—
|
(582,891
)
|
(582,891
)
|
Balances at
September 30, 2018
|
25,773,605
|
$
257,736
|
$
229,989,483
|
$
646,555
|
$
(195,831,423
)
|
$
35,062,351
|
|
Three Months Ended September 30,
|
|
|
2018
|
2017
|
Cash
flows from operating activities:
|
|
|
Net
income (loss)
|
$
(582,891
)
|
$
217,695
|
Adjustments
to reconcile net income (loss) to net cash (used in) provided by
operating activities:
|
|
|
Depreciation
and amortization
|
862,146
|
804,658
|
Interest
from amortization of debt costs
|
5,981
|
3,860
|
Loss
on disposal of property and equipment
|
58,757
|
—
|
Stock-based
compensation on stock options & RSU, net
|
93,910
|
92,241
|
Provision
for doubtful accounts receivable
|
(828
)
|
(6,142
)
|
Change
in fair value of warrant liability
|
—
|
(48,380
)
|
Change
in fair value of Sellers note
|
—
|
28,990
|
Deferred
rent amortization
|
(22,828
)
|
(19,985
)
|
Deferred
tax benefit
|
(298,000
)
|
—
|
Changes
in operating assets and liabilities:
|
|
|
Trade
accounts receivable
|
130,855
|
737,036
|
Other
receivables
|
15,617
|
(22,417
)
|
Inventories
|
(116,989
)
|
(432,216
)
|
Prepaid
expenses and other assets
|
(111,059
)
|
(19,786
)
|
Accounts
payable and accrued liabilities
|
(333,650
)
|
319,536
|
Net
cash (used in) provided by operating activities
|
(298,979
)
|
1,655,090
|
|
|
|
Cash
flows from investing activities:
|
|
|
Purchase
of property and equipment
|
(670,079
)
|
(1,411,278
)
|
Proceeds
from sale of equipment
|
95,000
|
—
|
Net
cash used in investing activities
|
(575,079
)
|
(1,411,278
)
|
|
|
|
Cash
flows from financing activities:
|
|
|
Proceeds
from sale of common stock from Employee Stock Purchase
Plan
|
20,841
|
19,080
|
Proceeds
from exercise of warrants, net of costs
|
—
|
30,250
|
Payments
on loan payable
|
(364,699
)
|
(278,249
)
|
Payments
on capital lease obligations
|
(99,901
)
|
(53,100
)
|
Net
cash used in financing activities
|
(443,759
)
|
(282,019
)
|
Effect
of exchange rate on cash and cash equivalents
|
341,293
|
11,343
|
Change
in cash and cash equivalents and restricted cash
|
(976,524
)
|
(26,864
)
|
Cash
and cash equivalents and restricted cash, beginning of
period
|
6,508,620
|
8,085,015
|
Cash
and cash equivalents and restricted cash, end of
period
|
$
5,532,096
|
$
8,058,151
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
Interest
paid in cash
|
$
138,913
|
$
85,910
|
Income
taxes paid
|
$
127,945
|
$
336,014
|
Supplemental
disclosure of non-cash investing & financing
activities:
|
|
|
Reclassification
of warrant liability upon exercise
|
—
|
$
34,500
|
|
Three Months Ended September 30,
|
|
|
2018
|
2017
|
PMO
|
$
3,112,104
|
$
3,222,364
|
Infrared
Products
|
4,960,927
|
3,600,787
|
Specialty
Products
|
476,690
|
748,942
|
Total
revenue
|
$
8,549,721
|
$
7,572,093
|
|
September 30,
2018
|
June 30,
2018
|
|
|
|
Raw
materials
|
$
2,477,251
|
$
2,309,454
|
Work
in process
|
2,132,914
|
2,506,891
|
Finished
goods
|
2,470,563
|
2,263,121
|
Allowance
for obsolescence
|
(719,466
)
|
(674,725
)
|
|
$
6,361,262
|
$
6,404,741
|
|
Useful
|
September 30,
|
June 30,
|
|
Lives (Years)
|
2018
|
2018
|
Customer
relationships
|
15
|
$
3,590,000
|
$
3,590,000
|
Backlog
|
2
|
366,000
|
366,000
|
Trade
secrets
|
8
|
3,272,000
|
3,272,000
|
Trademarks
|
8
|
3,814,000
|
3,814,000
|
Non-compete
agreement
|
3
|
27,000
|
27,000
|
Total
intangible assets
|
|
11,069,000
|
11,069,000
|
Less
accumulated amortization
|
|
(2,340,301
)
|
(2,011,030
)
|
Total
intangible assets, net
|
|
$
8,728,699
|
$
9,057,970
|
Fiscal
year ending:
|
|
June
30, 2019 (remaining nine months)
|
$
891,393
|
June
30, 2020
|
1,129,342
|
June
30, 2021
|
1,125,083
|
June
30, 2022
|
1,125,083
|
June
30, 2023 and later
|
4,457,798
|
|
$
8,728,699
|
|
Three Months Ended September 30,
|
|
|
2018
|
2017
|
Income
(loss) before income taxes
|
$
(761,851
)
|
$
275,679
|
Provision
for income taxes
|
$
(178,960
)
|
$
57,984
|
Effective
income tax rate
|
23
%
|
21
%
|
|
|
|
|
Restricted
|
|
|
Stock Options
|
Stock Units (RSUs)
|
|||
|
|
Weighted-
|
Weighted-
|
|
Weighted-
|
|
|
Average
|
Average
|
|
Average
|
|
|
Exercise
|
Remaining
|
|
Remaining
|
|
Shares
|
Price
|
Contract
|
Shares
|
Contract
|
June 30, 2018
|
1,005,129
|
$
1.77
|
6.3
|
1,649,353
|
0.9
|
|
|
|
|
|
|
Granted
|
—
|
—
|
|
—
|
—
|
Exercised
|
—
|
—
|
—
|
—
|
—
|
Cancelled/Forfeited
|
(1,000
)
|
$
0.97
|
—
|
—
|
—
|
September 30, 2018
|
1,004,129
|
$
1.77
|
6.0
|
1,649,353
|
0.9
|
|
|
|
|
|
|
Awards
exercisable/
|
|
|
|
|
|
vested
as of
|
|
|
|
|
|
September 30, 2018
|
786,710
|
$
1.63
|
5.5
|
1,287,370
|
—
|
|
|
|
|
|
|
Awards
unexercisable/
|
|
|
|
|
|
unvested
as of
|
|
|
|
|
|
September 30, 2018
|
217,419
|
$
2.27
|
8.1
|
361,983
|
0.9
|
|
1,004,129
|
|
|
1,649,353
|
|
|
Stock
|
|
|
|
Options
|
RSUs
|
Total
|
Nine
months ending June 30, 2019
|
12,777
|
179,983
|
192,760
|
|
|
|
|
Year
ending June 30, 2020
|
8,926
|
149,944
|
158,870
|
|
|
|
|
Year
ending June 30, 2021
|
5,939
|
29,978
|
35,917
|
|
|
|
|
Year
ending June 30, 2022
|
2,021
|
—
|
2,021
|
|
$
29,663
|
$
359,905
|
$
389,568
|
|
Three Months Ended September 30,
|
|
|
2018
|
2017
|
|
|
|
Options
to purchase common stock
|
1,004,140
|
728,784
|
RSUs
|
1,649,353
|
146,733
|
Common
stock warrants
|
-
|
230,129
|
|
2,653,493
|
1,105,646
|
|
Capital Leases
|
Operating Leases
|
Fiscal year ending:
|
|
|
June
30, 2019 (nine months remaining)
|
$
249,003
|
$
728,000
|
June
30, 2020
|
309,122
|
924,000
|
June
30, 2021
|
234,478
|
679,000
|
June
30, 2022
|
58,307
|
558,000
|
June
30, 2023
|
—
|
60,869
|
Total
minimum payments
|
850,910
|
$
2,949,869
|
Less
imputed interest
|
(93,485
)
|
|
Present
value of minimum lease payments included in capital lease
obligations
|
757,425
|
|
Less
current portion
|
279,204
|
|
Non-current
portion
|
$
478,221
|
|
|
Avidbank Note
|
Unamortized Debt Costs
|
Total
|
Fiscal year ending:
|
|
|
|
June
30, 2019 (nine months remaining)
|
$
1,094,100
|
$
(17,192
)
|
$
1,076,908
|
June
30, 2020
|
1,458,800
|
(22,924
)
|
1,435,876
|
June
30, 2021
|
1,458,800
|
(22,924
)
|
1,435,876
|
June
30, 2022
|
1,458,800
|
(22,924
)
|
1,435,876
|
June
30, 2023
|
850,967
|
(15,875
)
|
835,092
|
Total
payments
|
$
6,321,467
|
$
(101,839
)
|
$
6,219,628
|
Less
current portion
|
|
|
(1,458,800
)
|
Non-current
portion
|
|
|
$
4,760,828
|
|
|
China
|
|
Latvia
|
||||
|
|
September 30, 2018
|
|
June 30, 2018
|
|
September 30, 2018
|
|
June 30, 2018
|
Assets
|
|
$14.9 million
|
|
$14.7 million
|
|
$7.0 million
|
|
$6.4 million
|
Net assets
|
|
$12.8 million
|
|
$12.6 million
|
|
$6.5 million
|
|
$5.9 million
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
3.1.1
|
|
Certificate of Incorporation of LightPath Technologies, Inc., filed
June 15, 1992 with the Secretary of State of Delaware, which was
filed as an exhibit to our Registration Statement on Form SB-2
(File No: 33-80119) filed with the Securities and Exchange
Commission on December 7, 1995, and is incorporated herein by
reference thereto.
|
|
|
|
|
|
3.1.2
|
|
Certificate of Amendment to Certificate of Incorporation of
LightPath Technologies, Inc., filed October 2, 1995 with the
Secretary of State of Delaware, which was filed as an exhibit to
our Registration Statement on Form SB-2 (File No: 33-80119) filed
with the Securities and Exchange Commission on December 7, 1995,
and is incorporated herein by reference thereto.
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3.1.3
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Certificate of Designations of Class A common stock and Class E-1
common stock, Class E-2 common stock, and Class E-3 common stock of
LightPath Technologies, Inc., filed November 9, 1995 with the
Secretary of State of Delaware, which was filed as an exhibit to
our Registration Statement on Form SB-2 (File No: 33-80119) filed
with the Securities and Exchange Commission on December 7, 1995,
and is incorporated herein by reference thereto.
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Certificate of Designation of Series A Preferred Stock of LightPath
Technologies, Inc., filed July 9, 1997 with the Secretary of State
of Delaware, which was filed as Exhibit 3.4 to our Annual Report on
Form 10-KSB40 filed with the Securities and Exchange Commission on
September 11, 1997, and is incorporated herein by reference
thereto.
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Certificate of Designation of Series B Stock of LightPath
Technologies, Inc., filed October 2, 1997 with the Secretary of
State of Delaware, which was filed as Exhibit 3.2 to our Quarterly
Report on Form 10-QSB (File No. 000-27548) filed with the
Securities and Exchange Commission on November 14, 1997, and is
incorporated herein by reference thereto.
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Certificate of Amendment of Certificate of Incorporation of
LightPath Technologies, Inc., filed November 12, 1997 with the
Secretary of State of Delaware, which was filed as Exhibit 3.1 to
our Quarterly Report on Form 10-QSB (File No. 000-27548) filed with
the Securities and Exchange Commission on November 14, 1997, and is
incorporated herein by reference thereto.
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Certificate of Designation of Series C Preferred Stock of LightPath
Technologies, Inc., filed February 6, 1998 with the Secretary of
State of Delaware, which was filed as Exhibit 3.2 to our
Registration Statement on Form S-3 (File No. 333-47905) filed with
the Securities and Exchange Commission on March 13, 1998, and is
incorporated herein by reference thereto.
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Certificate of Designation, Preferences and Rights of Series D
Participating Preferred Stock of LightPath Technologies, Inc. filed
April 29, 1998 with the Secretary of State of Delaware, which was
filed as Exhibit 1 to our Registration Statement on Form 8-A (File
No. 000-27548) filed with the Securities and Exchange Commission on
April 28, 1998, and is incorporated herein by reference
thereto.
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Certificate of Designation of Series F Preferred Stock of LightPath
Technologies, Inc., filed November 2, 1999 with the Secretary of
State of Delaware, which was filed as Exhibit 3.2 to our
Registration Statement on Form S-3 (File No: 333-94303) filed with
the Securities and Exchange Commission on January 10, 2000, and is
incorporated herein by reference thereto.
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Certificate of Amendment of Certificate of Incorporation of
LightPath Technologies, Inc., filed February 28, 2003 with the
Secretary of State of Delaware, which was filed as Appendix A to
our Proxy Statement (File No. 000-27548) filed with the Securities
and Exchange Commission on January 24, 2003, and is incorporated
herein by reference thereto.
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Certificate of Amendment of Certificate of Incorporation of
LightPath Technologies, Inc., filed March 1, 2016 with the
Secretary of State of Delaware, which was filed as Exhibit 3.1.11
to our Quarterly Report on Form 10-Q (File No: 000-27548) filed
with the Securities and Exchange Commission on November 14, 2016,
and is incorporated herein by reference thereto.
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Certificate of Amendment of Certificate of Incorporation of
LightPath Technologies, Inc., filed October 30, 2017 with the
Secretary of State of Delaware, which was filed as Exhibit 3.1 to
our Current Report on Form 8-K (File No: 000-27548) filed with the
Securities and Exchange Commission on October 31, 2017, and is
incorporated herein by reference thereto.
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Certificate of Amendment of Certificate of Designations of Class A
Common Stock and Class E-1 Common Stock, Class E-2 Common Stock,
and Class E-3 Common Stock of LightPath Technologies, Inc., filed
October 30, 2017 with the Secretary of State of Delaware, which was
filed as Exhibit 3.2 to our Current Report on Form 8-K (File No:
000-27548) filed with the Securities and Exchange Commission on
October 31, 2017, and is incorporated herein by reference
thereto.
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Certificate of Amendment of Certificate of Designation, Preferences
and Rights of Series D Participating Preferred Stock of LightPath
Technologies, Inc., filed January 30, 2018 with the Secretary of
State of Delaware, which was filed as Exhibit 3.1 to our Current
Report on Form 8-K (File No: 000-27548) filed with the Securities
and Exchange Commission on February 1, 2018, and is incorporated
herein by references thereto.
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Amended and Restated Bylaws of LightPath Technologies, Inc., which
was filed as Exhibit 3.1 to our Current Report on Form 8-K (File
No: 000-27548) filed with the Securities and Exchange Commission on
February 3, 2015, and is incorporated herein by reference
thereto.
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First Amendment to Amended and Restated Bylaws of LightPath
Technologies, Inc., which was filed as Exhibit 3.1 to our Current
Report on Form 8-K (File No: 000-27548) filed with the Securities
and Exchange Commission on September 21, 2017, and is incorporated
herein by reference thereto.
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Fourth Amendment to Second Amended and Restated Loan and Security
Agreement dated September 7, 2018, by and between LightPath
Technologies, Inc. and Avidbank, which was filed as Exhibit 10.21
to our Annual Report on Form 10-K (File No: 000-27548) filed with
the Securities and Exchange Commission on September 13, 2018, and
is incorporated herein by reference thereto.
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Fifth Amendment to Second Amended and Restated Loan and Security
Agreement dated October 30, 2018, which was filed as Exhibit 10.1
to our Current Report on Form 8-K (File No: 000-27548) filed with
the Securities and Exchange Commission on November 1, 2018, and is
incorporated herein by reference thereto.
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Affirmation of Guarantee of Geltech, Inc., which was filed as
Exhibit 10.2 to our Current Report on Form 8-K (File No: 000-27548)
filed with the Securities and Exchange Commission on November 1,
2018, and is incorporated herein by reference thereto.
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934
*
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
of the Securities Exchange Act of 1934
*
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Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 of Chapter 63 of Title 18 of the United States
Code
*
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Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 of Chapter 63 of Title 18 of the United States
Code
*
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LIGHTPATH TECHNOLOGIES, INC.
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Date:
November 8,
2018
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By:
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/s/
J. James Gaynor
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J. James Gaynor
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President and Chief Executive Officer
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Date:
November 8,
2018
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By:
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/s/ Donald O.
Retreage, Jr.
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Donald O. Retreage, Jr.
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Chief Financial Officer
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