Sec Form 3 Filing - North Run Strategic Opportunities Fund I, LP @ LIGHTPATH TECHNOLOGIES INC - 2025-02-18

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person North Run Strategic Opportunities Fund I, LP 2. Issuer Name and Ticker or Trading Symbol LIGHTPATH TECHNOLOGIES INC [ LPTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 867 BOYLSTON STREET, 5TH FLOOR #1361 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2025 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series G Convertible Preferred Stock $ 465.1163 ( 3 ) ( 3 ) Class A Common Stock 9,331,437 ( 3 ) I See footnotes ( 1 ) ( 6 ) Class A Common Stock Purchase Warrants (Right to Buy) $ 2.58 02/18/2025 02/18/2031 Class A Common Stock 3,499,289 ( 4 ) I See footnotes ( 1 ) ( 6 ) Convertible Promissory Note $ 465.1163 ( 5 ) ( 5 ) Class A Common Stock 1,860,465 ( 5 ) I See footnotes ( 2 ) ( 5 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other North Run Strategic Opportunities Fund I, LP 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 X X North Run - Due North Partners, LP 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 Member NORTH RUN GP, LP 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 Member NORTH RUN ADVISORS, LLC 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 Member ELLIS THOMAS B 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 Member HAMMER TODD B 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 Member Bosco Michael 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 Member North Run Strategic Opportunities Fund I GP, LLC 867 BOYLSTON STREET 5TH FLOOR #1361 BOSTON, MA02116 Member Signatures /s/ North Run Strategic Opportunities Fund I, LP 03/07/2025 Signature of Reporting Person Date /s/ North Run - Due North Partners, LP, By Thomas B. Ellis, Member 03/07/2025 Signature of Reporting Person Date North Run GP, LP, By: /s/ Thomas B. Ellis, Member 03/07/2025 Signature of Reporting Person Date North Run Advisors, LLC, By: /s/ Thomas B. Ellis, Member 03/07/2025 Signature of Reporting Person Date /s/ Thomas B. Ellis 03/07/2025 Signature of Reporting Person Date /s/ Todd B. Hammer 03/07/2025 Signature of Reporting Person Date /s/ Michael Bosco 03/07/2025 Signature of Reporting Person Date North Run Strategic Opportunities Fund I GP, LLC, By: /s/ Thomas B. Ellis, Member 03/07/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are directly held by North Run Strategic Opportunities Fund I, LP, and may be deemed to be indirectly beneficially owned by North Run Strategic Opportunities Fund I GP, LLC as the general partner of North Run Strategic Opportunities Fund I, LP. The reported securities may also be deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of North Run Strategic Opportunities Fund I GP, LLC. ( 2 )The reported securities are directly held by North Run - Due North Partners, LP, and may be deemed to be indirectly beneficially owned by North Run GP, LP as the general partner of North Run - Due North Partners, LP, and may be deemed to be indirectly beneficially owned by North Run Advisors, LLC as the general partner of North Run GP, LP. The reported securities may be deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of North Run Strategic Opportunities Fund I GP, LLC. The reported securities may also be deemed to be indirectly beneficially owned by Thomas B. Ellis, Todd B. Hammer and Michael Bosco as limited partners of North Run - Due North Partners, LP. ( 3 )The Series G Convertible Preferred Stock has no expiration date and is convertible at any time at the option of North Run Strategic Opportunities Fund I, LP, subject to blocker provisions that prevents conversion into shares of Class A Common Stock of the Issuer (the "Common Stock") if the reporting person, together with its affiliates, would be more than a 19.99% beneficial owner of Common Stock following such conversion and that prevent conversion to the extent that all shares of Common Stock issued upon conversion of shares of Series G Convertible Preferred Stock or upon exercise of warrants issued pursuant to the Securities Purchase Agreement with the Issuer dated February 18, 2025 would exceed 6,055,606 (collectively, the "Ownership Limitations"). ( 4 )The reported warrants are currently exercisable, subject to the Ownership Limitations. ( 5 )On February 18, 2025, the Issuer issued to North Run - Due North Partners, LP a senior secured promissory note (the "Promissory Note") with an initial principal amount of $4 million. Upon the occurrence of certain circumstances, North Run - Due North Partners, LP will receive 4,000 shares of Issuers Series G Convertible Preferred Stock, which may be convertible into 1,860,465 shares of Common Stock, subject to the Ownership Limitations. The Promissory Note becomes payable on March 3, 2025 and does not have an expiration date. ( 6 )North Run Strategic Opportunities Fund I GP, LLC, North Run GP, LP, North Run Advisors, LLC, Thomas B. Ellis, Todd B. Hammer and Michael Bosco disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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