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| LPTH > SEC Filings for LPTH > Form 8-K on 6-Jan-2009 | All Recent SEC Filings |
6-Jan-2009
Other Events
On August 1, 2008, LightPath Technologies, Inc. ("LightPath" or the "Company") executed a Securities Purchase Agreement with twenty-four institutional and private investors with respect to a private placement of 8% Senior Secured Convertible Debentures (the "Debentures"). The sale of the Debentures generated gross proceeds of approximately $2,929,000.
On December 31, 2008, the Company and the Debenture holders executed the First Amendment to the Debentures. The amendment was entered into in connection with a conversion (the "Conversion") by each Debenture holder of 25% of the principal amount of the Debentures held by such holder into the Company's Class A common stock, $.01 par value (the "Common Stock"). The material terms of the amendment are as follows:
(a) The interest conversion rate for the Debentures was modified;
(b) Accrued interest on the unconverted and outstanding principal amount of each Debenture for the period from October 1, 2008 through December 31, 2008 (the "Accrued Interest") would be paid as of December 31, 2008, and following the Conversion all interest that would have accrued on the unconverted principal amount of each Debenture from January 1, 2009 through the stated maturity date of the Debenture would be prepaid (the "Prepaid Interest");
(c) The limitation that the market price of the Common Stock be at least $1.40 before the Company could pay interest in Common Stock was eliminated such that the Company could make all interest payments in Common Stock, including the Accrued Interest and the Prepaid Interest.
Based upon the amendment, each of the Debenture holders consummated the Conversion as of December 31, 2008, at conversion price per common share of $1.54. The Company issued a total of 475,496 shares of Common Stock in connection with the Conversion. In addition, the Company issued to the Debenture holders 76,079 shares of Common Stock in payment of the Accrued Interest and 589,613 shares of Common Stock in payment of the Prepaid Interest. Finally, in consideration of the Conversion, the Company issued to the Debenture holders warrants to purchase up to 366,699 shares of Common Stock. The warrants are exercisable for a period of five years beginning on December 31, 2008, and are exercisable at a price of $0.87 per share. If all of the warrants were exercised, the Company would receive additional proceeds in the amount of $319,028.
The First Amendment executed by the Company and the Debenture holders, and the form of warrant issued by the Company to the Debenture holders in connection with the Conversion are filed as exhibits to this Current Report on Form 8-K.
Item 9.01. Exhibits
See Exhibit Index.
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