Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

LightPath Technologies received a letter from The Nasdaq Listing Qualifications Director of The Nasdaq Stock Market, LLC on November 14, 2008, notifying LightPath that it is in compliance with the previously reported listing deficiencies and the matter is now closed. The letter from the Nasdaq staff stated that based on LightPath's most recent Quarterly Report Form 10-Q for the period ended September 30, 2008, Nasdaq has determined that LightPath's stockholders' equity complies with the minimum $2.5 million requirement for continued listing on The Nasdaq Capital Market set forth in Marketplace Rule 4310(c)(3). Accordingly, Nasdaq has informed LightPath that it has regained compliance with Marketplace Rule 4310(c)(3). A copy of the press release issued on November 17, 2008 is attached as an exhibit to this filing. Item 9.01. Financial Statements and Exhibits

(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 Press Release of LightPath Technologies Inc. dated November 17, 2008

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