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LightPath Technologies Acquires Chalcogenide Glass Business For Up To $10M

Benzinga·01/23/2026 21:12:26
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Asset Purchase Agreement

On January 20, 2026, LightPath Technologies, Inc. (the "Company") entered into an Asset Purchase Agreement (the "Asset Purchase Agreement"), by and among the Company, Amorphous Materials, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Buyer"), Amorphous Materials, Inc., a Texas corporation ("Seller") and other parties thereto, pursuant to which, subject to the terms and conditions set forth in the Asset Purchase Agreement, Buyer has agreed to acquire substantially all of the assets (collectively, the "Assets") and assume and acquire certain of the rights and liabilities of Seller (collectively, the "Liabilities" and such acquisition of Assets and assumption of the Liabilities together, the "Transaction") relating to Seller's business of compounding and melting a broad range of Chalcogenide glasses for third-party manufacturers.

The aggregate consideration payable by the Company to Seller under the Asset Purchase Agreement in connection with the Transaction will not exceed $10.0 million and will consist of (i) a closing cash payment of $7.0 million (the "Cash Consideration") and (ii) contingent consideration that will not exceed $3.0 million (the "Contingent Consideration"). The Contingent Consideration, if earned, is payable in shares of the Company's Class A Common Stock, par value $0.01 per share ("Common Stock"), to be issued in up to six tranches of $500,000 each divided by the LPTH Stock Price (as calculated pursuant to the Asset Purchase Agreement) upon the achievement of certain milestones set forth in the Asset Purchase Agreement. As of January 20, 2026, Seller has satisfied the first milestone contemplated by the Contingent Consideration Payments and received an aggregate of 39,897 shares of Common Stock as of the Closing Date (as defined below).