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EX-99.1 - PRESS RELEASE - LIGHTPATH TECHNOLOGIES INC | lpth_ex991.htm |
EX-10.1 - EMPLOYEMENT AGREEMENT - LIGHTPATH TECHNOLOGIES INC | lpth_ex101.htm |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 19, 2021
Date of Report (Date of earliest event reported)
LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
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000-27548
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86-0708398
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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2603 Challenger Tech Court, Suite 100
Orlando, Florida 32826
(Address of principal executive office, including zip
code)
(407) 382-4003
(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
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A
Common Stock, par value $0.01
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LPTH
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The
Nasdaq Stock Market, LLC
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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.
Form
8-K
Item 5.02. Departure of Directors or Principal Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
April 19, 2021, LightPath Technologies, Inc. (the
“Company,” “we,” “us,” or
“our”) announced the retirement of the Company’s
Chief Financial Officer (“CFO”), Donald O. Retreage,
Jr., and the appointment of Albert Miranda as the Company’s
new CFO, both of which will be effective May 7, 2021. Following his
retirement as the Company’s CFO, Mr. Retreage will transition
into the role of a consultant and advisor to the CFO until August
7, 2021. Mr. Retreage will remain as an employee of the Company
while he serves as a consultant to the CFO. It is currently
anticipated that his compensation will remain
unchanged.
In his
role as CFO, Mr. Miranda will be responsible for the
Company’s accounting practices, the maintenance of its fiscal
records, and the preparation, promotion, and interpretation of
financial reports for management and external groups. Mr. Miranda
will also be responsible for internal controls, financial
forecasting, financial reporting, and budgetary controls. Mr.
Miranda will report to the Chief Executive Officer.
Mr.
Miranda, age 54, was most recently employed with Jenoptik North
America, Inc. (“Jenoptik”) for twelve years and held
the positions of President and Chief Financial Officer. Prior to
his employment with Jenoptik, he held senior level finance and
operational positions in optical products groups within Carl Zeiss
AG and served in the finance department for a division of BASF SE.
Mr. Miranda received a Master of Business Administration degree
with a major in Finance from Nova Southeastern University in
Florida and an undergraduate degree in Accounting from Pace
University in New York. He attained significant professional
experience and management expertise through key functional areas
encompassing finance, operations, business development, sales,
marketing, human resources, and information technology across a
broad group of products and services in demanding and diverse
industries including healthcare, defense and security, consumer
electronics, automotive, and semiconductors.
There
is no arrangement or understanding between Mr. Miranda and any
other person pursuant to which he was selected as CFO. Mr. Miranda
has no family relationships with any of the Company’s
directors or executive officers, and he has no direct or indirect
material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
In
connection with Mr. Miranda’s appointment, the Company
entered into an employment agreement with Mr. Miranda on April 19,
2021 (the “Agreement”). Pursuant to the Agreement, Mr.
Miranda will serve as Vice President of Finance beginning on April
19, 2021 until May 7, 2021, at which time, Mr. Miranda will
transition into the role of CFO. The Agreement does not provide for
a specified term of employment and Mr. Miranda’s employment
is on an at-will basis. Mr. Miranda will receive an initial annual
base salary of $225,000, payable in equal bi-weekly installments,
and will be eligible to participate in all of the Company’s
bonus, incentive compensation, and performance based compensation
plans, including, but not limited to, the LightPath Technologies,
Inc. 2018 Stock and Incentive Compensation Plan (the
“Plan”), under which the Company’s executive
officers are eligible to earn incentive compensation consisting of
cash and/or equity awards based upon the achievement of certain
individual and/or Company performance goals set by the Compensation
Committee.
Mr.
Miranda will be eligible to participate in the Company’s
employee benefit, welfare, and other plans, as may be maintained by
the Company from time to time. The Company has agreed to provide a
relocation allowance of up to $10,000 payable by the Company on
receipt of relocation expense receipts. The total period for
relocation reimbursement concludes six months from the effective
date of the Agreement; however, exceptions may be granted by the
Compensation Committee. Mr. Miranda will be required to reimburse
the Company a prorated portion of all expenses paid by the Company
if he leaves the Company for any reason other than death,
disability, or discharge without cause within twelve (12) months of
his relocation.
Pursuant
to the Agreement, the Compensation Committee will cause the Company
to grant Mr. Miranda an option to purchase up to 75,000 shares of
the Company’s Class A common stock (the “Option
Award”), having an exercise price per share equal to the
greater of (i) the Company’s book value per share on that
date or (ii) 115% of the closing bid price of the Common Stock as
reported on The Nasdaq Capital Market on the grant date. The stock
options will have a four-year vesting period with 25% vesting each
year. The Option Award will have a ten-year term, subject to
earlier expiration as provided in the Plan or the Option Agreement,
as defined below. The Option Award will be in all respects subject
to the Plan and any amendments thereto, and conditioned upon Mr.
Miranda’s execution of a stock option agreement evidencing
the grant of the Option Award (the “Option Agreement”).
The terms and conditions upon which the Option Award may be
exercised, including, if at all, after termination of Mr.
Miranda’s employment or services, are governed by the Plan
and the Option Agreement.
The
foregoing description of the Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference
herein.
Item
7.01 Regulation FD
Disclosure.
On
April 22, 2021, the Company issued a press release announcing the
appointment of Mr. Miranda as CFO, effective May 7, 2021. 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 not 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.
(d)
Exhibits
Exhibit No.
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Description
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Employment
Agreement between the Company and Mr. Albert Miranda
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Press
Release dated April 22, 2021
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SIGNATURES
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.
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LIGHTPATH
TECHNOLOGIES, INC.
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Dated:
April 22, 2021
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By:
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/s/
Shmuel Rubin
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President & CEO
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