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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the fiscal year ended June 30, 2025
| OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| For the transition period from_____ to_____

Commission file number 000-27548

_______________________________

LIGHTPATH TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

_______________________________

Delaware |  | 86-0708398
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No)
2603 Challenger Tech Court, Suite 100 Orlando, Florida 32826 |  | (407) 382-4003
(Address of principal executive offices, including zip code) |  | (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Class A Common Stock, par value $0.01 |  | LPTH |  | The Nasdaq Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act:

Series D Participating Preferred Stock Purchase Rights

(Title of Class)

_______________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer | ☐ | Accelerated filer | ☐
Non-accelerated filer | ☒ | Smaller reporting company | ☒
|  | 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 provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 in the Exchange Act). YES ☐ NO ☒.

The aggregate market value of the registrant’s voting stock held by non-affiliates (based on the closing sale price of the registrant’s Class A Common Stock on The NASDAQ Capital Market) was approximately $137,428,323 as of December 31, 2024.

As of September 23, 2025, the number of shares of the registrant’s Class A Common Stock outstanding was 44,670,213.

Documents Incorporated By Reference

Portions of the Registrant’s definitive proxy statement for its fiscal year 2026 annual meeting of stockholders, which proxy statement will be filed no later than 120 days after the close of the Registrant’s fiscal year ended June 30, 2025, are hereby incorporated by reference in Part III of this Annual Report on Form 10-K.

LightPath Technologies, Inc.

Form 10-K

Table of Contents

PART I |  | 4 |
Item 1. Business |  | 4 |
Item 1A. Risk Factors |  | 15 |
Item 1C. Cybersecurity |  | 23 |
Item 2. Properties |  | 24 |
Item 3. Legal Proceedings |  | 24 |
PART II |  | 25 |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 25 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 25 |
Item 8. Financial Statements and Supplementary Data |  | 37 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  | 37 |
Item 9A. Controls and Procedures |  | 37 |
Item 9B. Other Information |  | 38 |
PART III |  | 39 |
Item 10. Directors, Executive Officers and Corporate Governance |  | 39 |
Item 11. Executive Compensation |  | 39 |
Item 12. Security Ownership of Certain Beneficial Owners and Management |  | 39 |
Item 13. Certain Relationships and Related Transactions, and Director Independence |  | 39 |
Item 14. Principal Accountant Fees and Services |  | 39 |
PART IV |  | 40 |
Item 15. Exhibits, Financial Statement Schedules |  | 40 |
Item 16. Form 10-K Summary |  | 42 |
Index to Consolidated Financial Statements |  | F-1 |
Signatures |  | S-1 |

2
Table of Contents

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Annual Report on Form 10-K may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements concerning plans, opinions, expectations, beliefs, objectives, assumptions or projections regarding future events or future results and underlying assumptions and other statements, which are not statements of historical facts. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or other comparable terminology. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in the “Risk Factors”. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report on Form 10-K may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Important factors that may materially affect the forward-looking statements include the risk factors summarized below.

The factors identified below are believed to be important factors, but not necessarily all of the important factors, that could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Other factors not discussed herein could also have a material adverse effect on us. You should not rely upon forward-looking statements as predictions of future events. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Forward-looking statements represent management’s beliefs and assumptions only as of the date of this Annual Report on Form 10-K. You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect.

The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: the likelihood that we will need additional capital to sustain our operations in the future and to repay indebtedness; our ability to become and maintain profitability; our reliance on a few key customers; our reliance on a limited number of suppliers for key materials; the impact that international tariffs may have on our business and results of operations; the impact of political and other risks as a result of our sales to internal customers and/or our sourcing of materials from international suppliers; our ability to protect and maintain our intellectual property.

As a result of the foregoing, no assurance can be given as to future financial condition, cash flows or results of operations. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

3
Table of Contents

PART I

Item 1. Business.

General

Our Company

LightPath Technologies, Inc. (“LightPath”, the “Company”, “we”, “our”, or “us”) was incorporated under Delaware law in 1992 as the successor to LightPath Technologies Limited Partnership, a New Mexico limited partnership formed in 1989, and its predecessor, Integrated Solar Technologies Corporation, a New Mexico corporation formed in 1985. Today, LightPath is a global company with facilities in the United States, the People’s Republic of China and the Republic of Latvia. Our corporate headquarters is located in Orlando, Florida.

Historically, we operated with a focus on optical component manufacturing, and specifically on our leadership position as a precision molded lens manufacturer for visual light applications. We expanded our addressable market with the acquisition of ISP (as defined below), a manufacturer of infrared optical components, in December 2016. Since 2020, our strategy has been to move up the value chain by producing optical assemblies, modules and simple cameras. The acquisition of Visimid (as defined below) in 2023 and the acquisition of G5 Infrared (as defined below) in 2025 were completed to enhance our abilities on cameras and sensors and speed our movement up the value chain in line with our strategy of value-add infrared systems.

Subsidiaries

LPOI and LPOIZ

In November 2005,we formed LightPath Optical Instrumentation (Shanghai) Co., Ltd (“LPOI”), a wholly-owned subsidiary, located in Jiading, People’s Republic of China, which was primarily engaged in sales and support functions.

In December 2013, we formed LightPath Optical Instrumentation (Zhenjiang) Co., Ltd. (“LPOIZ”), a wholly-owned subsidiary located in the New City district, of the Jiangsu province, of the People’s Republic of China. LPOIZ’s manufacturing facility (the “Zhenjiang Facility”) serves as our manufacturing facility in China and provides a lower cost structure for production of larger volumes of optical components and assemblies. Effective February 28, 2023, the legal entities of LPOI and LPOIZ were merged, with LPOIZ as the surviving company and the operations of the two companies were merged.

ISP and ISP Latvia

In December 2016, we acquired ISP Optics Corporation, a New York corporation (“ISP”), and its wholly-owned subsidiary, ISP Optics Latvia, SIA, a limited liability company founded in 1998 under the Laws of the Republic of Latvia (“ISP Latvia”). ISP is a vertically integrated manufacturer offering a full range of infrared products from custom infrared optical elements to catalog and high-performance lens assemblies. ISP’s manufacturing operation is located at our corporate headquarters facility in Orlando, Florida (the “Orlando Facility”). ISP Latvia is a manufacturer of high precision optics and offers a full range of infrared products, including catalog and custom infrared optics. ISP Latvia’s manufacturing facility is located in Riga, Latvia (the “Riga Facility”).

Visimid

In July 2023, we acquired Liebert Consulting, LLC, dba Visimid Technologies (“Visimid”), an engineering and design firm, specializing in thermal imaging, night vision and internet of things (“IOT”) applications. Visimid provides design and consulting services for U.S. Department of Defense (“DoD”) contractors, commercial and industrial customers, and original equipment manufacturers (“OEMs”) for original new products. Visimid’s core competency is developing and producing custom thermal and night vision cores. Visimid’s facility is located in Plano, Texas.

G5 Infrared

In February 2025, we acquired G5 Infrared LLC (“G5 Infrared”), a New Hampshire limited liability company. G5 Infrared is a leading vertically-integrated manufacturer of high- performance infrared camera systems and imaging solutions, specializing in advanced thermal imaging technology and long-range mission-critical detection solutions. G5 Infrared’s existing revenue and future growth pipeline are driven by established multi-year contracts and multiple defense programs of record in shipboard long-range surveillance, border security, and counter unmanned aerial systems (“C-UAS”) systems, as well as recurring federal, naval, and law enforcement programs. Additionally, G5 Infrared is an industry-leading provider of cutting-edge advanced infrared coatings, including for materials such as LightPath’s BlackDiamond (“BlackDiamond”) glass. G5 Infrared operates from a state-of-the-art manufacturing facility in Hudson, New Hampshire. We believe that this acquisition strengthens LightPath’s position as a leader in infrared imaging by expanding the Company’s portfolio to include cooled infrared cameras. The combination of LightPath and G5 Infrared creates a more robust, vertically-integrated solutions provider.

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Industry

We and our customers support a wide range of industries, including defense, public safety, industrial, commercial, telecom, medical and more. A commonality among these industries is the use of photonics as an enabling technology in their products.

Over the last ten years we have witnessed a pivotal shift in the adoption of infrared photonics in new applications. In the early days of the technology it was a specialty application, developed by and between optical engineers and required highly specialized technical knowledge. As applications have increased and costs have decreased, adaptation and knowledge has shifted from the customer to the supplier (LightPath). This is true for industrial and commercial applications and especially true in defense applications which is where we have seen the most growth in the past few years and into the future.

The accelerated rate of adoption and highly diversified industries and applications utilizing an expanding array of photonics technologies brought a change in both the needs of the customers and the supply chain, to support those needs. In the past, we and other component suppliers mostly served customers that specialized in photonics. The large OEMs focused on component companies as a significant supply source for optical parts and minor fabrication and assemblies. OEMs typically produced their own designs and relied on their suppliers to fulfill their needs without any strategic product planning, investment or collaboration. This supply chain was fragmented and consisted of a large number of small companies, many of which had particular specialties in the fabrication process. Often times these types of activities are referred to as build-to-print, as the OEM customer would design the lens down to the final manufacturing prints and the vendor would focus on producing according to those prints.

As the industry has evolved and sensory, visualization, and imaging capabilities have become differentiators among suppliers and a necessity for delivery of an expanding array of products in a myriad of industries where the specialized requirements of customers are no longer being adequately addressed. As photonics technology continues to develop, leading to broader adaptation and application across more industries, and with customers now possessing expertise in different technologies, customers’ supply chain needs have evolved. In our case, the change has created opportunities to now serve OEM customers for which photonics is only one of several technologies they embed into their products. While in the past our typical customer viewed optics as their specialty and hence they designed all aspects of their systems and outsourced only the component fabrication, this is not the case with our newer customers. Many of our current and potential customers do not wish or do not have the capability to design and build the optical portion of their products in-house. As such, the fragmented supply chain that existed in our industry in order to serve customers on the component level, is not relevant for customers that view optics as only a part of their system, and not a core capability or function. For these customers, LightPath is well positioned to become their solutions partner for their optics needs. By tapping into the domain knowledge and design, assembly and testing capabilities of solutions providers like LightPath, the customer can avoid making the large investment needed for them to develop those capabilities in-house. We refer to this ecosystem as “optical engineered solutions,” and believe we are positioned to serve as a single source, global provider of optical solutions with leading engineering and manufacturing capabilities. This has led to our development of a new strategy and organizational alignment which is further discussed below.

Growth Strategy

Since our Chief Executive Officer, Mr. Sam Rubin, joined the Company in 2020, we have been developing a new strategy that will transition the Company from a pure component manufacturer to a supplier of imaging subsystems and systems. Our strategic direction, which is based on our core technological differentiators such as our BlackDiamond glass (“BlackDiamond”) and proprietary molding technologies, significantly increases our value add to customers. This transition, which is occurring both organically and through acquisitions, such as the July 2023 acquisition of Visimid Technologies and the February 2025 acquisition of G5 Infrared, is positioning the Company for significant growth and higher profitability in coming years. These acquisitions have also added to our technological differentiators.

Understanding the shifts that are happening in the marketplace and the changes that come when a technology, like photonics, moves from being a specialty to being integrated into mainstream industries and applications, we redefined our strategic direction to provide our wide customer base with domain expertise in optics, and became their partner for the optical engine of their systems. In our view, as the use of photonics evolves, so do customer needs. The industry is transforming from a fragmented industry with a component oriented supply chain, into a solution-focused industry with the potential for partnerships for solution development and production. Over the last couple of years we have worked to align our organization to this strategy, and leverage our in-house domain expertise in photonics, knowledge and experience in advanced optical technologies, and the necessary manufacturing techniques and capabilities. We have been developing these partnerships by working closely with our customers throughout their design process, designing optical solutions that are tailored to their needs, often times using unique technologies that we own, and supplying the customer with a complete optical subsystem to be integrated into their product. Such an approach builds on our unique, value-added technologies that we currently own, such as infrared materials, optical molding, fabrication, system design, and proprietary manufacturing technologies, along with technologies that we acquired through the Visimid acquisition, such as video processing, and technologies from the G5 Infrared acquisition, such as long range imaging using cooled midwave cameras. Continually adding differentiating technologies is key to our strategy and we expect to continue to do so both organically and through acquisitions.

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Examples of this strategic approach can be found in many of our recent new product lines. We refer to these as LightPath 2.0 and 3.0, as that symbolizes the evolution of the Company. LightPath 2.0 refers to our assemblies and LightPath 3.0 refers to our cameras and related subsystems and systems. Like any company, a successful implementation of a strategy depends heavily on differentiators. In our case, those differentiators mostly tend to be technologies and capabilities. Over the last few years we have worked to, and will continue to work to, add and evolve our differentiators. Some of our differentiators currently include our unique BlackDiamond materials, optical system design capabilities, glass molding technology, processing of thermal images, and long range imaging technologies. Examples of how those differentiators translate into revenue include our multispectral Mantis camera, our missile program with Lockheed Martin, our long range cameras for border patrol and C-UAS applications, and a number of other system and subsystem level products and programs that are enabled by these technologies. Most recent was our announcement of two G5 Infrared cameras that have been re-designed to eliminate Germanium from the bill of materials, leveraging the advantages of our BlackDiamond materials as alternative to Germanium.

The shift in strategy and product offerings also shifts the price range of our product portfolio and indirectly drives growth in and of itself. Historically, as a pure component Company, the average selling prices (“ASPs”) of those products were measured in single dollars or tens of dollars, whereas with the development of our assemblies product line (i.e. LightPath 2.0), ASPs for those products are measured in hundreds of dollars. When we added cameras, subsystems and systems (LightPath 3.0), ASPs for those products are measured in tens of thousands, and sometimes hundreds of thousands of dollars. We expect this shift to start favorably impacting our financial results in future periods.

Organizational Alignment

Along with the development of a new strategic direction, we are focused on the execution of a complementary strategic plan. To execute our new strategic plan, we also need, among other things, a strong manufacturing and technical organization that provides the domain expertise in photonics from the design of an optical engineered solution tailored for the customer’s needs through the manufacturing, assembly and testing of such a sub-system. Given the fast pace of advancements in photonics technologies, achieving a sustainable advantage will also depend on having unique capabilities and technologies that allow our team to design and deliver the tailored solutions demanded by customers.

LightPath today is very different than what we were five years ago, and LightPath five years from now will be very different than what we are today. An evolving organization also needs an evolving structure that is aligned with its strategy, growth and all other related changes. Additionally, we have used mergers and acquisitions as a tool to acquire technologies, teams and products, and expect to continue to do so with future acquisitions. Success of an acquisition happens not only because of a good plan, but more importantly because of a successful implementation of the plan and cultural alignment. This too leads to an ever-evolving organization and dynamic alignment of such organization.

In the first few years of our transformation our focus was on alignment of the core LightPath organization. Developing the appropriate engineering disciplines and aligning manufacturing capacity and capabilities globally, including the sunsetting of old product lines, among other changes. Once this was in place, we turned our focus to developing our differentiators. Starting from licensing from NRL, developing new BlackDiamond glasses through our first camera products in the form of Mantis, our multispectral camera, and more. Upon acquiring Visimid, we aligned the organization around the capabilities and products Visimid brought.

Acquiring G5 Infrared in February 2025 brought both new capabilities and products in the form of their long range cooled infrared cameras, and added capacity in the form of optical coating services. G5 Infrared’s operational integration with LightPath commenced soon after the acquisition. The complementary nature of the LightPath materials and optics capabilities and G5 Infrared’s system level camera quickly led the teams to start working together resulting in new products that have been announced already (such as the Germanium-free cameras) or that are in development.

Today, the different teams across LightPath work well together and leverage each other’s capabilities in design and manufacturing. As we continue to evolve, both organically and through acquisitions, we plan to regularly review our array of capabilities and resources across the entire organization, and continuously align the organization to make best use of those.

In the longer term, we have identified capabilities and technologies that could be important differentiators, including, for example, optical detectors and active optical components such as lasers, motion systems, and more. The aggregation of such unique technologies is intended to allow us to differentiate our optical solutions and provide customers with products that are tailored exactly to their needs.

Technologies

We believe that to be the preferred partner to fulfill the photonics needs of our customers, domain expertise and differentiating technologies in photonics are key elements. Optics and photonics require multidisciplinary skills, including physics, mechanical engineering, material sciences, electrical engineering, and chemistry, among others. This is part of what makes using photonics so complicated, and at the same time part of what we see as the opportunity. Knowing what can and cannot be produced, designing the architecture and detailed design of the optical system, including electrical and mechanical interfaces, choosing and executing advanced manufacturing technologies, and delivering both the engineering prototypes that are needed, as well as producing a high volume of goods for the long-term, are all part of the domain expertise required. Additionally, to design the best solution for a customer, we not only need to know what can be produced and how to design it, we also must have unique capabilities that differentiate our solutions. Such technologies allow us to develop solutions and sub systems that outperform other solutions in size, weight, power, and cost.

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Along those lines, we continue to focus on developing, acquiring and licensing new, innovative capabilities and technologies in all of our engineering and manufacturing groups, including systems design and testing, optical fabrication of components, material production, optical coatings, and electro mechanical design and production such as the following:

| · | Infrared Imaging Technologies. Our optical solutions strategy focuses around infrared imaging. Infrared imaging is a growing market, with technology that is evolving at a fast rate, and in which we have distinct advantages, based on our core technologies. Continually evolving and developing our technologies is key to maintaining and continuing to build and develop technical leadership, which translates to better products, which translate to creating value, and capturing value. While the basis of our infrared technology originally centered around infrared materials and optics, it has become more than that. As we evolve from a pure optics company to an integrator and solution provider, our differentiating technologies are evolving. Those differentiating technologies are often at a system or application level, rather than at the component or material level. Some of those technologies are gained through acquisitions, such as Visimid, and most recently G5 Infrared, which added advanced cooled, long-range infrared camera systems to our portfolio. G5 Infrared’s expertise in system integration, image stabilization, and ruggedized, defense-qualified platforms significantly expands our capabilities beyond uncooled solutions and imaging systems, positioning us as one of the few companies capable of addressing the full spectrum of infrared imaging applications, from compact commercial cameras to long-range defense and border security systems.
|  | A key differentiator of our infrared imaging portfolio is the integration of our proprietary BlackDiamond materials into camera designs. Unlike Germanium, which is subject to severe supply chain constraints and geopolitical risks, BlackDiamond materials are U.S.-produced and globally sourced, offering secure supply and unique technical benefits such as multispectral performance and low thermo-optic coefficients. In 2025, we announced the redesign of several G5 Infrared cooled cameras, where Germanium lenses were replaced with lenses made from BlackDiamond materials. This shift not only mitigates supply chain risk for Germanium but also improves system performance, lowers thermal sensitivity, and reduces cost. Other recent examples of such system-level capabilities include our development of a novel, unique approach to shutterless imaging that we can apply to microbolometer based cameras, and development of a technology for early detection of flames and fires using a combination of optical technologies and sophisticated image processing algorithms.

| · | Optical Assemblies and Testing. When we began shifting our focus from optical components to solutions, doing more optical assemblies was a natural first step for us. During the first couple of years of implementing our new strategic direction, our team expanded our optical assemblies business and capabilities considerably. As our reputation in the assemblies space grew, so did the level of complexity of assemblies and sub-systems customers request of us. This trend was recently amplified when we began making available our new, exclusive infrared glass materials, which enable customers to design systems that far exceed the performance of existing systems using conventional materials.
|  | BlackDiamond materials provide a unique advantage in our assemblies. Because these glasses are designed, produced, and integrated within LightPath, we can deliver assemblies with unmatched speed and flexibility, ensuring shorter lead times for our customers. Moreover, our ability to build assemblies that are not based on Germanium optics gives us a differentiated position in the defense and security markets, where supply chain risk and strategic sourcing are increasingly critical factors. These assemblies not only reduce reliance on foreign-controlled materials but also offer superior optical performance in multispectral and athermalized designs. Often, the new systems requested by customers require us to develop new assembly and testing capabilities. Each such new capability and technique we develop for such projects become another capability and technique we can market and offer to other customers. We expect this will create self-perpetuating development opportunities as our new capabilities and techniques bring in more business that may, again, require continuing development of new techniques.

| · | Materials. Materials play an important role in providing design flexibility and allow tradeoffs between optical performance, weight, and performance in varying conditions. Additionally, the infrared imaging industry has traditionally relied heavily on the use of Germanium and Gallium (in the form of GaAs glass), which China dominates the supply of both materials and has been restricting its export. Traditionally, infrared applications have only a small number of materials, almost all of which are crystal based, with Germanium being the most commonly used material. Over the last few years LightPath has been investing in developing and commercializing our BlackDiamond glasses (which are labeled with a “BD” prefix) as alternatives to using Germanium. Some of these materials such as BD6 and BD2, are generic, and are produced by at least two other companies. The crown jewels of our materials, the BDNL type, are exclusive to us, and the most impactful to our products and to the market as a whole in terms of technology, innovation and value creation. In December 2021 we secured an exclusive license from the U.S. government for the Chalcogenide materials that have been developed by the NRL. Following a two-year effort to transition those new materials into production, we began making available for commercial use some of those new materials, starting with the introduction of BDNL-4 in April 2024. Our BlackDiamond materials offer multiple advantages over materials, such as Germanium. It is estimated that over 67% of the global Germanium supply originates out of China, with Russia being the second largest supplier. Those two countries together control over 90% of the supply of Germanium and Gallium, two critical materials in infrared optics. Restrictions on supply from Russia and China have increased prices of Germanium from around $1,000 per Kg a few years ago, to a price of over $4,000 a Kg today. Additionally, supply of Germanium has considerably shrunk and for most customers and applications is not available at all.
|  | Our BlackDiamond materials, which are made in the USA and produced from raw ingredients available from many countries all over the globe, offer an alternative to the use of Germanium in infrared systems. Knowing that our materials are produced domestically and have a secure supply chain has been driving sales growth in our business and in particular in the defense sector. In addition to providing an alternative to the use of Germanium, the new materials we licensed exclusively from the NRL have unique technical advantages compared to traditional materials, including multispectral performance and low thermo-optic coefficients, making them less affected by changes in environmental temperature. The combination of providing an alternative to the use of Germanium and Gallium, together with distinct technological advantages, make these materials which we own exclusively, a very desirable and key element in every future infrared system. As described above in Growth Strategy, we leverage these unique advantages to become not only the supplier of choice for materials and optics, but also to be producer of the subsystems and complete imaging solutions, a much larger part of the system than we previously had as a component manufacturer. The importance of those materials, both from a supply chain resilience perspective as well as from a technology leadership perspective has led to some significant collaborations and efforts together with various governmental groups, and in particular with the U.S. DoD. As announced on several separate occasions, LightPath has received funded development contracts from the U.S. DoD, the Defense Logistics Agency, the European Space Agency, and the U.S. Army, among others. Those fundings are all aimed at accelerating the qualification of the materials for use in their respective applications. We continue to develop those technical capabilities and materials, both using internal funding and federal funding. We expect infrared materials to continue to be an important technology in our portfolio.

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| · | High precision molded lenses. Historically, precision molding of lenses is the key technology we have built upon. Precision molding of optics is a unique technology that is well suited for both high volume production of optical components, as well as production of optics with unique shapes, which otherwise would require a very lengthy and complex process to individually polish each lens to shape. Precision molded optics (“PMOs”) is a technology in which we continuously invest to pursue advancements in what materials can be molded and the shapes and sizes of the optics we can mold. Although there are several other competitors that can mold optical elements, we have an established leadership position in this area as the original developer of the technology, and we believe we are the preferred vendor for the most complex, high-end projects of many of our customers. Some recent advancements we have made in precision molded optics include molding of non-symmetric shapes such as freeform optical components, and qualifying new materials for availability as moldable materials.
| · | Traditional polishing and diamond turned optics. Our capabilities include a wide range of traditional fabrication processes. These include CNC (computer numerical control) grinding and polishing of optical elements, traditional grinding and polishing of lenses, and diamond turning of infrared materials.
| · | Optical coatings. Thin film coatings are designed to reduce losses and protect the optical material, which are a key part of any optical system. Through our recent investments, we have the ability to coat lenses in all of our facilities, providing efficient, high quality antireflective coatings, as well as reflective and protective coatings. Our coating facilities employ both physical vapor deposition techniques as well as chemical vapor deposition techniques. In addition to our library of dozens of standard coatings, our coating engineers often design coatings specific for an application, optimizing the performance of the system for a specific customer use. One of our most known advanced coatings is Diamond Like Carbon, which provides materials such as chalcogenide glass significant environmental protection. This coating is currently available only at a small number of vendors, and is an example of a capability that we believe gives us a competitive advantage by allowing us to design better optical solutions.

New Product Development

Consistent with our strategic plan, we have focused our development efforts in fiscal years 2024 and 2025 on products, technologies and capabilities that allow us to provide better solutions using the most optimal technology for each customer and with alignment to customer product lifecycle. As much of our current and future growth are centered around thermal imaging, naturally our new product efforts are too. In fiscal year 2025, that included both enabling technologies such our BlackDiamond glass, as well as assemblies and cameras.

Our BlackDiamond glasses are an important enabling technology to much of our assemblies and camera systems. Besides offering an alternative to using Germanium as a lens material, optics made from our various BlackDiamond materials offer unique properties that can be very useful in system design. For example, some BlackDiamond materials have a negative, or even zero thermo-optic coefficient, making them very useful when designing a system that needs to operate across a wide range of temperatures. Other materials feature low dispersion, making them very useful for systems that need to work across a wide range of wavelengths.

We leverage those characteristics to develop advanced optical systems and cameras that we can offer as standard, or custom systems to our customers. Some of those systems are multispectral, meaning operate in more than one part of the spectrum simultaneously. Mantis is an uncooled camera that does that in both midwave and longwave parts of the spectrum, and it is made possible with the use of one of our BDNL materials. We also have been developing other multispectral assemblies such as ones that image in both the shortwave and midwave portion of the spectrum. We intend to continue to develop our multispectral portfolio, as we have a significant advantage in that area, and the detector technology is evolving, making multispectral imaging a possibility that did not exist easily before.

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We also use the BlackDiamond in some of our camera systems. In August 2025 we announced completing the redesign of two cooled midwave cameras made by G5 infrared, which we acquired in February of that year. Eliminating Germanium from those cameras was made possible by using BlackDiamond as an alternative material. To the best of our knowledge, we are the first to offer a midwave uncooled camera that does not require any Germanium. That too is an advantage we plan to continue to leverage.

Lastly, we have new product development ongoing in other imaging technologies, such as a shutterless operation of uncooled thermal cameras, image stabilization software and more.

We incurred expenditures for new product development of approximately $3.1 million and $2.4 million during fiscal years 2025 and 2024, respectively.

In some cases, our product and technology development is supported through billing of engineering services, such as non-recurring engineering (“NRE”) fees. In other cases, we receive external funding, such as our previously announced funding from Space Florida’s Space Foundation and Israel’s Ministry of Science, and the U.S. DoD (via the Defense Logistics Agency). Our efforts are self-funded in all other cases.

As part of our product development and research and development efforts, we have numerous employees with engineering and related advanced degrees located in our facilities in the U.S., China and Latvia. Our facilities in Orlando, Florida, Plano, Texas, Hudson, New Hampshire and Zhenjiang, China are located in or near industrial technology campuses with substantial access to optical industry constituencies, including a major university. This enables us and our staff to remain on the cutting edge of industry design trends and to enter into collaborative engagements.

Product Groups and Markets

Overview

We categorize our products into four product groups: (i) infrared components, (ii) visible components, (iii) assemblies and modules, and (iv) engineering services. G5 Infrared’s revenue is generally derived from infrared components (including coating services) and assemblies and modules.

Infrared Components Product Group. Our infrared product group is comprised of both molded and turned infrared lenses using a variety of infrared glass materials. This product group also includes revenue from sales of our BlackDiamond glass materials, and G5’s optical component and coating business. This product group includes both conventional and CNC ground and polished lenses. Advances in chalcogenide materials have enabled compression molding for mid-wave (“MWIR”) and long-wave (“LWIR”) optics in a process similar to precision molded lenses. Our molded infrared optics technology enables high performance, cost-effective infrared aspheric lenses that do not rely on traditional diamond turning or lengthy polishing methods. Utilizing precision molded aspheric optics significantly reduces the number of lenses required for typical thermal imaging systems and the cost to manufacture these lenses. Molding is an excellent alternative to traditional lens processing methods particularly where volume and repeatability is required.

We offer Germanium, silicon or zinc selenide aspheres and spherical lenses, which are manufactured by diamond turning. This manufacturing technique allows us to offer larger lens sizes and the ability to use other optical materials that cannot be effectively molded. Our numerous manufacturing capabilities allow us to meet complex optical challenges that demand more exotic optical substrate materials that are non-moldable, as well as larger size optics.

We also have the ability to manufacture chalcogenide glass from which we produce infrared lenses. We developed this glass and melt it internally to produce our BlackDiamond glass, which has been trademarked, and is marketed as BD6. Historically, the majority of our thermal imaging products have been germanium-based, which is subject to market pricing and availability. BD6 offers a lower-cost alternative to germanium, which is beneficial to the cost structure of some of our current infrared products and we expect it will allow us to continue to expand our product offerings in response to the markets’ increasing requirement for low-cost infrared optics applications. During fiscal year 2024, we also formally announced availability of BDNL-4, the first of our new materials licensed from the NRL. BDNL-4 is unique because it has a negative thermo-optic coefficient, an attribute that is key in a-thermalization of optical systems.

We have the capability to manufacture lenses from very small (with diameters of sub-millimeter) to over 300 millimeters, and with focal lengths from approximately 0.4 millimeters to over 2000 millimeters, utilizing our various manufacturing methods. In addition, we offer both catalog and custom designed infrared optics.

Overall, we anticipate moderate growth for our infrared components, particularly as our germanium alternatives continue to be adopted into new applications and designs. This product group also supports our assemblies and modules product group.

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Visible Components Product Group. Aspheric lenses are known for their optimal performance. Aspheric lenses simplify and shrink optical systems by replacing several conventional lenses. However, aspheric lenses can be difficult and costly to machine. Our glass molding technology enables the production of both low and high volumes of aspheric optics, while still maintaining the highest quality at an affordable price. Molding is the most consistent and economical way to produce aspheres and we have perfected this method to offer the most precise molded aspheric lenses available.

Assemblies and Modules Product Group. Our assemblies and modules product group is comprised of both optical assemblies such as lens systems, and cameras, both in the form of camera modules and complete camera systems. Historically this product group also included optical fiber collimators and some visible lens assemblies, however those are now a very small part of our activity, making infrared cameras and assemblies the most dominant part of this group. Today, the majority of the revenue of this group is derived from cameras made in our Texas facility (uncooled camera systems and modules), cameras made in our New Hampshire facility (cooled cameras for long range surveillance and detection), and optical assemblies such as standard off the shelf lens assemblies, and custom lens assemblies. The latter of which are produced mainly in Orlando.

Engineering Services Product Group. We develop products pursuant to development agreements that we enter into with customers. Typically, customers approach us and request that we develop new products or applications utilizing our existing products to fit their particular needs or specifications. The purpose of those engineering services that we offer is not only to provide purely engineering services for a customer, but also to engineer new products which we later manufacture for the customer. The timing and extent of any such product development requests are unpredictable and outside of our control.

Sales and Marketing

Marketing. As a vertically integrated company, offering from raw materials (glass), to semi-finished goods (lenses) and finished goods (assemblies and cameras), we market and sell our products to a wide range of customers, which are positioned at various levels of the supply and integration chain. As such, our marketing efforts must cover a wide range of companies and positions, sometimes we might sell to one company both our raw materials, our optics and our systems, each one typically to a different group. Additionally, since Photonics is an enabling technology to other industries, we naturally serve many different verticals. From defense, through industrial and sometimes all the way to consumer products.. As a result, we market our products across a wide variety of customer groups, including defense primes acting both as systems manufacturers and system integrators, laser OEM’s, automotive OEMs, industrial laser tool manufacturers, telecommunications equipment manufacturers, medical instrumentation manufacturers and industrial measurement equipment manufacturers, government defense agencies, and research institutions worldwide. Our marketing efforts include a global unification of our messaging with the use of digital advertising, branding activities that utilize social media, our website and direct marketing activities. As our focus shifts from the sale of components and standard products to being a value-add supply partner for customized solutions, our marketing activities also shift from a focus on technical aspects of standard components to a focus on best practice use cases, the overall outcome from our solutions and end user benefit. Our market messaging will look to inspire interest and promote engagement.

Sales Model & Structure. We have aligned our sales organization to best serve our solution strategy and to provide accountability of our key corporate objectives, while ensuring customer satisfaction and operational efficiency. Our organizational structure includes a technical project management function that enables the close coordination of supply with demand to help us leverage our core offerings and coordinate our engineering development efforts that will leverage and expand our portfolio of capabilities. Our product management function is part of our go-to-market team to provide both internal and external support for growth of our thermal imaging product solutions portfolio. We also have a unified global direct sales team that promotes the overall company portfolio and is standardized on a problem solving, needs analysis process.

Sales Team & Channel. We have aligned our sales engineering efforts to be account based and application focused. We have taken a more proactive approach to our direct selling efforts to increase our customer engagement and allow for expansion of our solutions within current customers by expanding relationships. We continue to enhance our website (www.lightpath.com), social media presence, email communications and our position as thought leaders in both optics and thermal imaging through these platforms.

Trade Shows. We display our standard products, promote new innovative offerings and meet with industry influencers and product users at a number of conferences each year throughout North America, Europe and Asia. So far in 2025, we have participated at the Consumer Electronics Show (CES) and the SHOT Show in Las Vegas. Shot Show is the largest professional event for the sport shooting, hunting and outdoor industry in North America. Other shows include the following: SPIE Photonics West in San Francisco, CA; SPIE DCS; AUVSI Xponential, which promotes emerging technologies supporting autonomous vehicles, drones and robotics and C-UAS; Special Operations Forces week (“SOF Week”) in Tampa, where LightPath, along with our industry partners, has the opportunity to see products displayed and demonstrated, as well as to speak to specific US military Branches that use our technology. In addition to attending industry shows in the U.S., LightPath attends and supports numerous other conferences in the EU as well as Asia. These trade shows provide LightPath with an opportunity to further expand our brand, network to enhance business relationships and gain valuable insight into technological trends in our target markets. As we continue our efforts to be viewed as a solutions provider and thought leader in the industries we serve, we continue to participate in these events, exhibiting and educating our current and potential customers.

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Competition

As a vertically integrated company, with offerings ranging from raw materials (glass), to semi-finished goods (lenses) and finished goods (assemblies and cameras), we face competition in all of these levels of the supply chain. Additionally, we are, on occasion, both a supplier and a competitor to some companies in the market, if for example they produce infrared cameras that compete with ours, yet purchase optical components from us. This is not a-typical in the defense industry, where competing companies frequently supply each other with components, materials or sub systems. As we continue to grow our product offerings, add new services and expand in some geographies, our competitive landscape also evolves and we face new competitors.

While the global market for component supply is fragmented and highly competitive, we strive to maintain advantages through our unique technologies that often build on our leadership in precision molded optics, as well as our vertical integration in infrared optics, from raw materials through assemblies and engineered solutions, which can also contain sensors and electronics.

Pricing is currently challenging due to the fluctuating cost of raw materials that have generally been used to produce optical components such as germanium (Ge). Our BlackDiamond materials offer supply chain risk mitigation as well as a price consistency alternative to both our customers and some of our competitors, allowing us to provide solutions to customers from raw materials to fully customized solutions.

Our size and scale allow us to address many opportunities that some of our much larger competitors are choosing to ignore. Many of our competitors are companies of much larger size and scale, and prefer to produce products in massive quantities, whereas our capabilities allow us to address underserved markets that our larger competitors routinely abandon.

Engineered Solutions and Assemblies and Modules Product Groups. As described earlier in regards to product groups, our engineering services and assemblies and modules product groups (which includes cameras) are tied together, such that one (engineering services) mostly feeds the other group (assemblies and modules). As such, the competition for the two groups are also tied together and we will therefore address both groups together.

In those two product groups, we see three distinct types of competition. The first is direct competitors, i.e. companies like us that offer the ability to design from scratch, or modify an existing design of a sub-system or system, and deliver it all the way to production and recurring production deliveries. Currently, we do not see much of such competition. Some companies offer such services and the ability to deliver those designed units in production volumes, yet lack the breadth of knowledge and capabilities we have, both on the design side as well as the manufacturing. We are able to leverage our vertical integration and detailed design on all aspects of the camera or assembly.

The second type of competition we see is standard products, which can be available to the customer without any customization. Such products are available from many vendors, including those that offer a large catalog of standard assemblies such as Ophir Optronics Solutions Ltd. (a subsidiary of MKS Instruments, Inc.), Controp Precision Technologies Ltd., Teledyne FLIR and Clear Align LLC, those that offer standard cameras with no customization, and others. In standard products, the competition is very different, and customers must either compromise on performance, or adjust their system requirements to use a standard off the shelf product. Since customers are always looking to improve their products vis a vis competition, and to push the limits and boundaries of performance, compromising for an off the shelf product is not a fit for such customers. When customers look to use an off the shelf standard product versus a customized or modified product, they will often times compromise on size, weight, technical performance such as detection range, and power consumption. Though for some customers those are acceptable compromises, we do not see this as a major competition or risk to our business model, as the market keeps demanding better performance in every aspect, which cannot easily be achieved with standard products alone.

The third type of competition we see within this product group is internal, within the customer’s organization. Depending on the organization and context, there are situations where customers would look internally to their engineering groups, or other departments in their organization to design and build an optical system. This approach was prevalent up until a few years ago, when many organizations still tried to do everything in house, including optical design and manufacturing. In some organizations, and primarily some defense primes, this still exists. However, as technology evolves, and as the customer base expands to include more customers who do not view optics as part of their core capabilities and know-how, more and more companies abandon the approach of designing everything in-house, and thus the internal type of competition is in decline. Companies in this category are typically large defense prime contractors that are often both competitors and customers. Those include for example, Lockheed Martin, Anduril, Teledyne FLIR, RTX and Elbit Systems.

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Infrared Components Product Group. Our infrared optical components compete with optical products produced by Janos Technology LLC, Ophir Optronics Solutions Ltd. (a subsidiary of MKS Instruments, Inc.), Clear Align, II-VI, Inc. and a variety of Eastern European and Asian manufacturers. Infrared optical components can be produced using several techniques. Historically, infrared optical components were produced only using traditional fabrication technologies, which later changed when diamond turning was introduced (a form of advanced CNC for optical materials), and most recently, with the adoption of synthetic chalcogenide glass, we began to precision mold infrared optical components, by leveraging our years of leadership and expertise in precision molding. Being synthetically produced, chalcogenide glass, such as our proprietary BD6 material, has an inherently lower cost than crystalline materials such as germanium. Additionally, glass such as our BD6 material provides further advantages, including a-thermal behavior, lower weight, and an ability to produce high-volumes through precision molding, something traditional infrared materials cannot achieve due to their crystal structure. In addition to molding lenses directly into finished form, we also developed and patented a process to mold large optical elements into near net shape, which offers a significant cost savings for components that cannot be produced directly from molding. All of this is related in part to our choice to vertically integrate, and produce our own chalcogenide glass, positioning us to create more technical advantages for our customers, by leveraging and optimizing our glass manufacturing to produce unique materials and better overall system performance.

We believe that the market shift towards the use of synthetic materials in infrared products represents a significant opportunity for us, and we continue to invest in further pushing the limits of both molding of infrared components, as well as the glass manufacturing technology and products. We believe this process will create significant differentiators and value in this industry, and will further change the dynamics of this industry.

Our molded infrared optics competes with products manufactured by Umicore N.V., Rochester Precision Optics, and a number of Asian and European manufacturers. We believe that leadership in glass molding technologies, our vertical integration by producing our own glass, and our continued investment in technology development in this area, coupled with our diverse manufacturing flexibility, and our manufacturing facilities located in Asia, Europe and North America are key advantages over the products manufactured by competitors.

Visible Components Product Group. Our PMO products compete with conventional lenses and optical components manufactured from companies such as Asia Optical Co., Inc., Anteryon BV, Rochester Precision Optics, and Sunny Optical Technology (Group) Company Limited. Aspheric lens system manufacturers include Panasonic Corporation, Alps Electric Co., Ltd., Hoya Corporation, as well as other competitors from China and Taiwan, such as E-Pin Optical Industry Co., Ltd., and Kinik Company.

Our aspheric lenses compete with lens systems comprised of multiple conventional lenses. Machined aspheric lenses compete with our molded glass aspheric lenses. The use of aspheric surfaces provides the optical designer with a powerful tool in correcting spherical aberrations and enhancing performance in state-of-the-art optical products. However, we believe that our optical design expertise and our flexibility in providing custom high-performance optical components at a low price are key competitive advantages for us over competitors. An additional competitive advantage is our ability to switch production between different facilities on different continents. We do not depend on one facility and are able to move production in and out of China, which we believe creates a significant advantage by giving us supply chain continuity and an ability to adjust to customers’ geographical preferences.

Plastic molded aspheres and hybrid plastic/glass aspheric optics allow for high volume production, but primarily are limited to low-cost consumer products that do not place a high demand on performance (such as plastic lenses in disposable or mobile phone cameras). Molded plastic aspheres appear in products that stress cost or weight as their measure of success over performance and durability. Our low-cost structure allows us to compete with these lenses based on higher performance and durability from our glass lenses at only a small premium in price. We do not compete in the market for plastic lenses unless a glass substitution presents a viable alternative.

Manufacturing

Facilities. Our manufacturing is largely performed in our combined 58,500 square feet of production facilities in Orlando, Florida, G5 Infrared’s 27,000 square feet of production facilities in Hudson, New Hampshire, LPOIZ’s 39,500 square feet of production facilities in Zhenjiang, China, and ISP Latvia’s 29,000 square feet of production facilities in Riga, Latvia.

Our Orlando Facility and LPOIZ’s Zhenjiang Facility feature areas for each step of the manufacturing process, including coating work areas, diamond turning, manufacturing and a clean room for precision glass molding and integrated assembly. The Orlando and Zhenjiang Facilities include new product development laboratories and space that includes development and metrology equipment. The Orlando and Zhenjiang Facilities have anti-reflective and infrared coating equipment to coat our lenses in-house. ISP Latvia’s Riga Facility includes fully vertically integrated manufacturing processes to produce high precision infrared lenses and infrared lens assemblies, CNC grinding, conventional polishing, diamond turning, assemblies, state of the art metrology, and infrared coatings. G5 Infrared’s Hudson, New Hampshire facility features the manufacturing of infrared coatings and production scale ability to assemble lenses and cameras as well as modern measuring and automation alignment tools.

We add production equipment and space at our facilities as needed. In fiscal year 2021, we added additional space in our Riga Facility, and in August 2023, we completed the build out of our additional Orlando Facility space. In July 2025 we entered into a lease agreement for a larger manufacturing and office facility in Plano, Texas, to expand Visimid’s engineering, development and low volume sensor alignment capabilities. In addition to adding equipment or space at our manufacturing facilities, we add work shifts, as needed, to increase capacity and meet forecasted demand. We intend to monitor the capacity at our facilities, and will increase such space as needed. We believe our facilities and planned expansions are adequate to accommodate our needs over the next year.

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Production and Equipment. Our Orlando Facility contains glass melting capability for BD6 chalcogenide glass, a manufacturing area for our molded glass aspheres, multiple anti-reflective and wear resistant coating chambers, diamond turning machines and accompanying metrology equipment offering full scale diamond turning lens capability, a tooling and machine shop to support new product development, commercial production requirements for our machined parts, the fabrication of proprietary precision glass molding machines and mold equipment, and a clean room for our molding and assembly workstations and related metrology equipment.

LPOIZ’s Zhenjiang Facility features a precision glass molding manufacturing area, clean room, machine shop, dicing area, and thin film coating chambers for anti-reflective coatings on both visible and infrared optics and related metrology equipment.

ISP Latvia’s Riga Facility consists of grinding, polishing, diamond turning, quality control, infrared coating departments and a mechanical shop to provide the departments with the necessary tooling. The grind and polish department has modern CNC equipment, lens centering and conventional equipment to perform spindle, double sided and continuous polishing operations. The diamond turning department has numerous diamond-turning machines accompanied with the latest metrology tools. The infrared coating department is equipped with multiple anti-reflective and wear resistant coating chambers. The quality control department contains numerous inspection stations with various equipment to perform optical testing of finished optics.

The Orlando, Zhenjiang, and Riga Facilities are ISO 9001:2015 certified. The Hudson, New Hampshire facility is ISO9001/AS9100 certified, which is tailored for aerospace, space and defense requirements. The Zhenjiang Facility is also ISO/TS 1649:2009 automotive certified for manufacturing of optical lenses and accessories. The Orlando Facility is International Traffic in Arms Regulations (“ITAR”) compliant and registered with the U.S. Department of State; included in this registration are the Plano, Texas and Hudson, New Hampshire facilities. The Riga Facility has a DSP-5 ITAR license and Technical Assistance Agreement in place that allows this facility to manufacture items with ITAR requirements.

For more information regarding our facilities, please see Item 2. Properties in this Annual Report on Form 10-K.

Subcontractors and Strategic Alliances. We believe that low-cost manufacturing is crucial to our long-term success. In that regard, we generally use subcontractors in our production process to accomplish certain processing steps requiring specialized capabilities. For example, we presently use a number of qualified subcontractors for fabricating, polishing, and coating certain lenses, as necessary. We have taken steps to protect our proprietary methods of high-quality manufacturing by patent disclosures and internal trade secret controls.

Suppliers. We utilize a number of glass compositions in manufacturing our molded glass aspheres and lens array products. These glasses or equivalents are available from a large number of suppliers, including CDGM Glass Company Ltd., Ohara Corporation, and Sumita Optical Glass, Inc. Base optical materials, used in both infrared glass and collimator products, are manufactured and supplied by a number of optical and glass manufacturers. We utilize major infrared material suppliers located around the globe for a broad spectrum of infrared crystal and glass. The development of our manufacturing capability for BD6 glass and other germanium alternatives provides a low-cost internal source for infrared glass. We believe that a satisfactory supply of such production materials will continue to be available, at reasonable or, in some cases, increased prices, although there can be no assurance in this regard.

We also rely on local and regional vendors for component materials and services such as housings, fixtures, chemicals and inert gases, specialty ceramics, UV and AR coatings, and other specialty coatings. In addition, certain products require external processing, such as anodizing and metallization. To date, we are not dependent on any of these manufacturers and have found a suitable number of qualified vendors and suppliers for these materials and services.

We currently purchase a few key materials from single or limited sources. We believe that a satisfactory supply of production materials will continue to be available at competitive prices, although we are experiencing inflationary pricing pressure in the short term, however there can be no assurances in this regard.

Intellectual Property

Our policy is to protect our technology by, among other things, trade secret protection, patents, trademarks, and copyrights. We primarily rely upon trade secrets and unpatented proprietary know-how to protect certain process inventions, lens designs, and innovations. We have taken reasonable security measures to protect our trade secrets and proprietary know-how.

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We are aggressively pursuing patents for new products that provide new features, capabilities or other advantages to our customers. Over the past two years we have filed 6 new patent applications. The first filing uses a midwave thermal imaging camera with relay optics and a risley prism scanner for inspection of boilers and furnaces. The risley prism scanner gives the system the ability to steer the image area within the furnace. The second filing uses an uncooled broadband camera for flame detection coupled with detection of humans or other low temperature signals within the overall imaging area. The third filing is for an optical element formed from a moldable material, with a transparent layer of a different material applied to the optical surface for use in resistive heating of the element. This can be used to provide heating on an optic for de-icing or de-fogging. The fourth filing combines LWIR Imaging with an extended short wavelength infrared (“eSWIR”) light source to allow for IR imaging and illumination in the same image using a single detector. The fifth filing is for a single camera that can detect a signaling laser such as a beacon in one wavelength, while imaging the heat emitted from objects in another waveband. The sixth is for directed shutterless calibration by using pulsed infrared sources that can illuminate all pixels in the focal plane array with short pulses of light, which can then be used for non-uniformity correction.

We own several registered and unregistered service marks and trademarks (collectively, “marks”) that are used in the marketing and sale of our products. The following table sets forth our registered and unregistered marks, and denotes whether each mark is registered, the country in which the mark is filed, and the renewal date for such mark.

Mark |  | Type |  | Registered |  | Country |  | Renewal Date
LightPath® |  | Wordmark |  | Yes |  | United States |  | October 21, 2027
LightPath® |  | Combination mark |  | Yes |  | United States |  | August 27, 2030
GRADIUM™ |  | Trademark |  | Yes |  | United States |  | April 29, 2027
Circulight |  | Trademark |  | No |  | - |  | -
BLACK DIAMOND |  | Trademark |  | No |  | - |  | -
GelTech |  | Trademark |  | No |  | - |  | -
Oasis |  | Trademark |  | No |  | - |  | -
LightPath® |  | Service mark |  | Yes |  | People’s Republic of China |  | September 13, 2025 (Renewal pending)
ISP Optics® |  | Wordmark |  | Yes |  | United States |  | August 14, 2034
ISP Optics® |  | Combination mark |  | Yes |  | United States |  | Pending
EdgeIR® |  | Trademark |  | Yes |  | United States |  | May 6, 2035
Mantis |  | Trademark |  | Yes |  | Europe |  | December 21, 2032
Mantis |  | Trademark |  | No |  | United States |  | -

Environmental and Governmental Regulation

Currently, emissions and waste from our manufacturing processes are at such low levels that no special environmental permits or licenses are required. In the future, we may need to obtain special permits for disposal of increased waste by-products. The glass materials we utilize contain some toxic elements in a stabilized molecular form. However, the high temperature diffusion process results in low-level emissions of such elements in gaseous form. If production reaches a certain level, we believe that we will be able to efficiently recycle certain of our raw material waste, thereby reducing disposal levels. We believe that we are presently in compliance with all material federal, state, and local laws and regulations governing our operations and have obtained all material licenses and permits necessary for the operation of our business.

We also utilize certain chemicals, solvents, and adhesives in our manufacturing process. We believe we maintain all necessary permits and are in full compliance with all applicable regulations.

To our knowledge, there are currently no U.S. federal, state, or local regulations that restrict the manufacturing and distribution of our products. Certain end-user applications require government approval of the complete optical system, such as U.S. Food and Drug Administration approval for use in endoscopy. In these cases, we will generally be involved on a secondary level and our OEM customer will be responsible for the license and approval process.

The Dodd-Frank Wall Street Reform and Consumer Protection Act imposes disclosure requirements regarding the use of “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries in products, whether or not these products are manufactured by third parties. The conflict minerals include tin, tantalum, tungsten, and gold, and their derivatives. Pursuant to these requirements, we are required to report on Form SD the procedures we employ to determine the sourcing of such minerals and metals produced from those minerals. There are costs associated with complying with these disclosure requirements, including for diligence in regards to the sources of any conflict minerals used in our products, in addition to the cost of remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities. In addition, the implementation of these rules could adversely affect the sourcing, supply, and pricing of materials used in our products. We strive to only use suppliers that source from conflict-free smelters and refiners; however, in the future, we may face difficulties in gathering information regarding our suppliers and the source of any such conflict minerals.

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Major Customers

In fiscal year 2025, we had sales to three customers that comprised an aggregate of approximately 23% of our annual revenue with one customer at 9% of our sales, another customer at 7% of our sales, and the third customer at 6% of our sales. In fiscal year 2024, we had sales to three customers that comprised an aggregate of approximately 25% of our annual revenue with one customer at 12% of our sales, another customer at 7% of our sales, and the third customer at 6% of our sales. The loss of any of these customers, or a significant reduction in sales to any such customer, would adversely affect our revenues and profits. However, the largest customer for fiscal year 2024 was not among the three largest for fiscal year 2023, which demonstrates that our customer concentration is not static. We continue to diversify our business in order to minimize our sales concentration risk.

In fiscal year 2025, 38% of our net revenue was derived from sales outside of the U.S., with 91% of our foreign sales derived from customers in Europe and Asia. In fiscal year 2024, 39% of our net revenue was derived from sales outside of the U.S., with 94% of our foreign sales derived from customers in Europe and Asia.

Employees

Our employees are critical to providing our customers with the most innovative optics products. We employ a diverse group of people with different backgrounds, cultures, education and experience to move the Company and our strategic plan forward. As of June 30, 2025, we had 350 employees globally, including 345 full-time and 5 part-time employees, with 153 employees in the U.S., 98 employees located in Riga, Latvia, and 99 employees located in Zhenjiang, China. We have used and will continue utilizing part-time support, including interns, temporary employment agencies, and outside consultants, as required from time to time. Any employee additions or terminations over the next twelve months will be dependent upon the actual sales levels realized during fiscal year 2026.

Compensation and Benefits

LightPath offers competitive compensation and benefit packages are designed to meet the short-term and long-term needs of our employees and their families. These benefits include but are not limited to a 401(k) Plan with company match, flexible spending and health savings accounts, short-term incentive programs, healthcare benefits, and employee assistance program.

Recruitment

Sourcing and hiring top talent is part of our success. Using different sources and partnerships to connect with talent has been crucial. LightPath uses regional, industry and internal metrics to ensure we are staying competitive in the market.

Diversity and Inclusion Initiatives

LightPath is committed to being a diverse and equal opportunity employer. We strive to create a diverse and inclusive workplace. As a global company, we celebrate diversity. All employment decisions are based on business need, basis of qualifications, performance and merit.

Employee Training

Employees start training on the first day of employment. Depending on their new position, initial training can take up to six months. All employees are given basic safety training for fire, hazardous materials, first aid, physical lifting, and accident prevention. As changes are made to processes and new products are introduced, training is imperative. All electronic training programs are assigned through a labor management system and completion records are maintained within the same system.

Available Information

We maintain a website with the address www.lightpath.com. We are not including the information contained on our website as part of, or incorporating it by reference into, this Form 10-K. Through our website, we make available free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports and amendments to these reports that we file with or furnish to the Securities and Exchange Commission (“SEC”) in a timely manner after we provide them.

Item 1A. Risk Factors.

The following is a discussion of the primary factors that may affect the operations and/or financial performance of our business. Refer to the section entitled Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for an additional discussion of these and other related factors that affect our operations and/or financial performance.

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Risks Related to Our Business and Financial Results

We have a history of losses. We reported net losses for several consecutive fiscal years. As of June 30, 2025, we had an accumulated deficit of approximately $231 million. We may incur losses in the future if we do not achieve sufficient revenue to maintain profitability, or if we continue to incur unusual costs. We expect revenue to grow by generating additional sales through promotion of our infrared products, with a focus on engineered solutions, and continued cost reduction efforts across all product groups, but we cannot guarantee such improvement or growth.

Factors which could adversely affect our future profitability, include, but are not limited to, a decline in revenue either due to lower sales unit volumes or decreasing selling prices, or both, our ability to order supplies from vendors, which, in turn, affects our ability to manufacture our products, and slow payments from our customers on accounts receivable.

Any failure to maintain profitability would have a materially adverse effect on our ability to implement our business plan, our results and operations, and our financial condition, and could cause the value of our Class A common stock to decline.

We may be affected by political and other risks as a result of our sales to international customers and/or our sourcing of materials from international suppliers. In fiscal year 2025, 38% of our net revenue was derived from sales outside of the U.S., with 91% of our foreign sales derived from customers in Europe and Asia. In fiscal year 2024, 39% of our net revenue was derived from sales outside of the U.S., with 94% of our foreign sales derived from customers in Europe and Asia. Our international sales will be limited, and may even decline, if we cannot establish relationships with new international distributors, maintain relationships with our existing international distributions, maintain and expand our foreign operations, expand international sales, and develop relationships with international service providers. Additionally, our international sales may be adversely affected if international economies weaken. We are subject to the following risks, among others:

| · | greater difficulty in accounts receivable collection and longer collection periods;
| · | potentially different pricing environments and longer sales cycles;
| · | the impact of recessions in economies outside the U.S.;
| · | the impact of high, sustained inflation;
| · | unexpected changes in foreign regulatory requirements;
| · | the burdens of complying with a wide variety of foreign laws and different legal standards;
| · | certification requirements;
| · | reduced protection for intellectual property rights in some countries;
| · | difficulties in managing the staffing of international operations, including labor unrest and current and changing regulatory environments;
| · | potentially adverse tax consequences, including the complexities of foreign value-added tax systems, restrictions on the repatriation of earnings, and changes in tax rates;
| · | price controls and exchange controls;
| · | government embargoes or foreign trade restrictions;
| · | imposition of duties and tariffs and other trade barriers;
| · | import and export controls;
| · | transportation delays and interruptions;
| · | terrorist attacks and security concerns in general; and
| · | political, social, economic instability and disruptions.

Russia’s ongoing conflict with Ukraine may continue to disrupt our supply chain. Our business, financial condition, and results of operations could be adversely affected by continued disruption and global consequences stemming from the conflict. Although we have no direct operations in Russia or Ukraine, the broader consequences of this conflict have negatively affected, and are expected to continue to negatively affect, the global economy, including the imposition of sanctions, cyber incidents or information technology failures, supply disruptions, increases in inflation rates, increase in energy costs, changes to foreign currency exchange rates, constraints, volatility, or disruption in financial markets, the availability of raw materials, supplies, freight, and labor, and uncertainty about economic and global stability. Historically, we have sourced Germanium from suppliers located in Russia and China. At the start of the Russia\Ukraine conflict we had ceased all purchases of Germanium from vendors in Russia and instead have been purchasing Germanium from vendors in China. On July 4, 2023 China announced its intentions to impose some export restrictions on Germanium, requiring all international customers to provide an end user statement for approval before receiving an export license. Since that announcement, supply of Germanium has been disrupted, though not completely stopped. On December 3, 2024 China further announced an immediate export ban on Germanium, Gallium and antimony to the United States and for any dual use or military use applications. We have taken proactive steps to minimize the orders we accept for Germanium products and therefore minimize our exposure to this risk. We cannot provide any assurances that we will be able to obtain adequate supplies in the future or, if adequate supplies are available, that the timing or costs of obtaining such raw materials will be acceptable to us. Further, some of our major customers in Europe may be directly impacted by the Russian-Ukraine conflict, which could impact the amount and frequency of orders they place with us, as well as impact the timing and ability to pay for products ordered from us. Any material impacts to our customers could have a material adverse effect on our business and operating results.

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We depend on single or limited source suppliers for some of the key materials or process steps in our products, making us susceptible to supply shortages, poor performance, or price fluctuations. We currently purchase several key materials (including Germanium and sensors) or have outside vendors perform process steps, such as lens coatings, used in or during the manufacture of our products from single or limited source suppliers. We may fail to obtain required materials or services in a timely manner in the future, or we could experience delays as a result of evaluating and testing the products or services of potential alternative suppliers. The economic decline in China may have adversely impacted the financial condition of certain of our suppliers, some of whom have limited financial resources. We have in the past, and may in the future, be required to provide advance payments in order to secure key materials from financially limited suppliers. Financial or other difficulties faced by these suppliers could limit the availability of key components or materials. The economic decline in China has also increased the risk of bankruptcy for suppliers with operations in China and has led to higher manufacturing costs for us and the need to identify alternate suppliers. Additionally, financial difficulties could impair our ability to recover advances made to these suppliers. Any interruption or delay in the supply of any of these materials or services, or the inability to obtain these materials or services from alternate sources at acceptable prices and within a reasonable amount of time, would impair our ability to meet scheduled product deliveries to our customers and could cause customers to cancel orders, thereby negatively affecting our business, financial condition, and results of operation.

International tariffs, including tariffs applied to goods traded between the U.S. and China, could materially and adversely affect our business and results of operations. The United States has recently enacted and proposed to enact significant new tariffs affecting certain products exported by a number of U.S. trading partners, including China. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion, commentary and actions regarding potential significant changes to U.S. trade policies, treaties and tariffs. In 2025, the Trump administration indicated that the United States would impose retaliatory measures with respect to jurisdictions that have or are likely to put in place tax rules that are extraterritorial or disproportionately affect U.S. companies. The likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business.

The institution of trade tariffs both globally and between the U.S. and China specifically carries the risk of negatively impacting China’s overall economic condition, which could have negative repercussions for us. Furthermore, imposition of tariffs could cause a decrease in the sales of our products to customers located in China or other customers selling to Chinese end users, which would directly impact our business. In light of these events, there continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the United States. Any of these factors could depress economic activity and restrict our access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact us. We have operations, customers and suppliers in the U.S., China and other countries and regularly import and export goods and services to and from those countries. An increase in tariffs could have a material impact on our costs and on the demand for our products and services.

Discussions remain ongoing in respect of certain trade restrictions and tariffs on imports, as well as retaliatory actions by affected countries, which could impose restrictions tariffs enacted in response to such actions, which could prohibit, reduce, or discourage purchases of our products by foreign customers, leading to increased costs of products that contain our components, increased costs of manufacturing our products, and higher prices of our products in foreign markets. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales and revenues to drop, which could materially and adversely impact our business and results of operations.

We utilize a number of strategies to mitigate the current and, hopefully, future impact of tariffs. However, given the uncertainty regarding the current tariffs, as well as the potential for additional trade actions by the U.S. or other countries in the future, any future impact on our operations and financial results is uncertain and these impacts could be more significant than those we have experienced in the past. Further, we can provide no assurance that the strategies we implemented to mitigate the impact of such tariffs or other trade actions will continue to be successful. To the extent that our supply chain, costs, sales, or profitability are negatively affected by the tariffs or other trade actions, our business, financial condition, and results of operations may be materially adversely affected.

We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. We execute all foreign sales from our U.S.-based facilities and inter-company transactions in U.S. dollars in order to partially mitigate the impact of foreign currency fluctuations. However, a portion of our international revenues and expenses are denominated in foreign currencies. Accordingly, we experience the risks of fluctuating currencies and corresponding exchange rates. In fiscal years 2025 and 2024, we recognized net losses of approximately $0.1 million and gains of approximately $0.1 million on foreign currency transactions, respectively. Any such fluctuations that result in a less favorable exchange rate could adversely affect a portion of our revenues and expenses, which could negatively impact our results of operations and financial condition.

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We also source certain raw materials from outside the U.S. Some of those materials, priced in non-dollar currencies, fluctuate in price due to the value of the U.S. dollar against non-dollar-pegged currencies, especially the Euro and Renminbi. As the dollar strengthens, this increases our margins and helps with our ability to reach positive cash flow and profitability. If the strength of the U.S. dollar decreases, the cost of foreign sourced materials could increase, which would adversely affect our financial condition and results of operations. If the Euro or Renminbi currencies were to trend unfavorably against the U.S. dollar on a long-term basis, then we would seek to rebalance our strategic materials sourcing.

We are dependent on a few key customers, and the loss of any key customer could cause a significant decline in our revenues. In fiscal year 2025, we had sales to three customers that comprised an aggregate of approximately 23% of our annual revenue, with one customer at 9% of our sales, another customer at 7% of our sales, and the third customer at 6% of our sales. In fiscal year 2024, we had sales to three customers that comprised an aggregate of approximately 25% of our annual revenue, with one customer at 12% of our sales, another customer at 7% of our sales, and the third customer at 6% of our sales. Our current strategy of providing the domain expertise and the extensive “know how” in optical design, fabrication, production and testing technologies will allow our customers to focus on their own development efforts, without needing to develop subject matter expertise in optics. By providing the bridge into the optical solution world, we partner with our customers on a long-term basis, create value to our customers, and capture that value through the long-term supply relationships we develop. However, the loss of any of these customers, or a significant reduction in sales to any such customer, would adversely affect our revenues.

A significant portion of our cash is generated and held outside of the U.S. The risks of maintaining significant cash abroad could adversely affect our cash flows and financial results. As of June 30, 2025, approximately 25% of our cash was held abroad. Historically, we generally considered unremitted earnings of our subsidiaries operating outside of the U.S. to be indefinitely reinvested. During fiscal year 2020, we began declaring intercompany dividends to remit a portion of the earnings of our foreign subsidiaries to us. Remaining cash held outside of the U.S. is primarily used for the ongoing operations of the business in the locations in which the cash is held. Certain countries, such as China, have monetary laws that limit our ability to utilize cash resources in China for operations in other countries. Before any funds can be repatriated, the retained earnings of the legal entity must equal at least 50% of its registered capital. As of June 30, 2025, LPOIZ had approximately $0.4 million in retained earnings available for repatriation, based on earnings accumulated through December 31, 2024, the end of the most recent statutory tax year, that remained undistributed as of June 30, 2025. This limitation may affect our ability to fully utilize our cash resources for needs in the U.S. or other countries and may adversely affect our liquidity. Further, since repatriation of such cash is subject to limitations and may be subject to significant taxation, we cannot be certain that we will be able to repatriate such cash on favorable terms or in a timely manner. If we incur operating losses and/or require cash that is held in international accounts for use in our operations based in the U.S., a failure to repatriate such cash in a timely and cost-effective manner could adversely affect our business and financial results.

We will likely need additional capital to sustain our operations in the future and to repay indebtedness. We have limited capital resources. Our operations have historically been largely funded from the proceeds of equity financings and cash flow from operations along with a minimal level of debt financing. On September 15, 2025, we announced a private placement pursuant to a securities purchase agreement, whereby we raised $8.0 million in gross proceeds to fund the working capital needs of our existing operations and for general corporate purposes. We will likely need to raise additional financing to repay our outstanding indebtedness of approximately $5.6 million, as of June 30, 2025, and to fund our current level of operations as well as our strategic plan. Additional financing will be required in order for us to take advantage of acquisition opportunities that we may identify. Such financing, which is not in place at this time, may be from the sale of equity or convertible or other debt securities in a public or private offering, or from an additional credit facility. We may be unable to raise sufficient additional capital on favorable terms, if at all, to supply the working capital needs of our existing operations or to expand our business.

Our stock price may fluctuate widely. Many factors, including, but not limited to, future announcements concerning the Company, its competitors or customers, as well as quarterly variations in operating results, announcements of technological innovations, seasonal or other variations in anticipated or actual results of operations, changes in earnings estimates by analysts or reports regarding the Company’s industries in the financial press or investment advisory publications, could cause the market price of the Company’s stock to fluctuate substantially. In addition, the Company’s stock price may fluctuate widely for reasons which may be unrelated to operating results. Also, any information concerning the Company, including projections of future operating results could in the future contribute to volatility in the market price of the Company’s common stock.

As a U.S. corporation with international operations, we are subject to the U.S. Foreign Corrupt Practices Act and other similar foreign anti-corruption laws, as well as other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, financial condition, and results of operations. Our operations are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), and other foreign anti-corruption laws that apply in countries where we do business. The FCPA and these other laws generally prohibit us and our employees and intermediaries from offering, promising, authorizing or making payments to government officials or other persons to obtain or retain business or gain some other business advantage. In addition, we cannot predict the nature, scope, or effect of future regulatory requirements to which our international operations might be subject or the manner in which existing laws might be administered or interpreted. Operations outside of the U.S. may be affected by changes in trade production laws, policies, and measures, and other regulatory requirements affecting trade and investment.

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We are also subject to other laws and regulations governing our international operations, including regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security, the U.S. Department of Treasury’s Office of Foreign Asset Control, and various non-U.S. government entities, including applicable export control regulations, economic sanctions on countries and persons, customs, requirements, currency exchange regulations, and transfer pricing regulations (collectively, the “Trade Control Laws”).

Despite our compliance programs, there can be no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including the FCPA or other legal requirements, or Trade Control Laws. If we are not in compliance with the FCPA and other foreign anti-corruption laws or Trade Control Laws, we may be subject to criminal and civil penalties, disgorgement, and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of the FCPA, other anti-corruption laws, or Trade Control Laws by the U.S. or foreign authorities could also have an adverse impact on our reputation, business, financial condition, and results of operations.

If the custodians or authorized users of our controlling non-tangible assets, including corporate chops and seals of our Chinese subsidiaries, fail to fulfill their responsibilities or misappropriate or misuse those assets, our business and operations could be materially and adversely affected. In China, a company chop or seal serves as the legal representation of the company towards third parties even when unaccompanied by a signature. Under law of the People’s Republic of China, legal documents for corporate transactions, including contracts and leases that our business relies upon, are executed using “corporate chops,” which are instruments that contain either the official seal of the signing entity or the signature of a legal representative whose designation is registered and filed with the State Administration for Industry and Commerce, or SAIC.

Our Chinese subsidiary, LPOIZ (and formerly LPOI), generally executes legal documents with corporate chops. One or more of our corporate chops may be used to, among other things, execute commercial sales or purchase contracts, procurement contracts and office leases, open bank accounts, issue checks and to issue invoices. We have controls in place over access to and use of the chops. However, we cannot assure you that unauthorized access to or use of those chops can be prevented. Our designated employees who hold the corporate chops could abuse their authority by, for example, binding us to contracts against our interests or intentions, which could result in economic harm, disruption or our operations or other damages to them as a result of any contractual obligations, or resulting disputes, that might arise. If the party contracting with us asserted that we did not act in good faith under such circumstances, then we could incur costs to nullify such contracts. Such corporate or legal action could involve significant time and resources, while distracting management from our operations. In addition, we may not be able to recover corporate assets that are sold or transferred out of our control in the event of such a misappropriation if a transferee relies on the apparent authority of the representative and acts in good faith.

If a designated employee uses a chop in an effort to obtain control over our Chinese subsidiary, we would need to take legal action to seek the return of the applicable chop(s), apply for a new chop(s) with the relevant authorities, or otherwise seek legal redress for the violation of their duties. During any period where we lose effective control of the corporate activities of our Chinese subsidiary as a result of such misuse or misappropriation, the business activities of the affected entity could be disrupted, and we could lose the economic benefits of that aspect of our business. To the extent those chops are stolen or are used by unauthorized persons or for unauthorized purposes, the corporate governance of this entity could be severely and adversely compromised, and the operations of this entity could be significantly and adversely impacted.

We rely, in large part, on key business and sales relationships for the successful commercialization of our products, which, if not developed or maintained, will have an adverse impact on achieving market awareness and acceptance and will result in a loss of business opportunities. To achieve wide market awareness and acceptance of our products and technologies, as part of our business strategy, we will attempt to enter into a variety of business relationships with other companies that will incorporate our technologies into their products and/or market products based on our technologies. The successful commercialization of our products and technologies will depend in part on our ability to meet obligations under contracts with respect to the products and related development requirements. The failure of these business relationships will limit the commercialization of our products and technologies, which will have an adverse impact on our business development and our ability to generate revenues.

If we do not expand our sales and marketing organization, our revenues may not increase. The sale of our products requires prolonged sales and marketing efforts targeted at several key departments within our prospective customers’ organizations and often involves our executives, personnel, and specialized systems and applications engineers working together. Currently, our direct sales and marketing organization is somewhat limited. We believe we will need to continue to strengthen our sales and marketing organization in order to increase market awareness and sales of our products. There is significant competition for qualified personnel, and we might not be able to hire the kind and number of sales and marketing personnel and applications engineers we need. If we are unable to continue to expand our sales operations globally, we may not be able to continue to increase market awareness or sales of our products, which would adversely affect our revenues, results of operations, and financial condition.

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If we are unable to effectively compete, our business and operating results could be negatively affected. We face substantial competition in the optical markets in which we operate. Many of our competitors are large public and private companies that have longer operating histories and significantly greater financial, technical, marketing, and other resources than we have. As a result, these competitors are able to devote greater resources than we can to the development, promotion, sale, and support of their products. In addition, the market capitalization and cash reserves of several of our competitors are much larger than ours, and, as a result, these competitors are better positioned than we are to exploit markets, develop new technologies, and acquire other companies in order to gain new technologies or products. We also compete with manufacturers of conventional spherical lens products and aspherical lens products, producers of optical quality glass, and other developers of gradient lens technology, as well as telecommunications product manufacturers. In both the optical lens and communications markets, we are competing against, among others, established international companies, especially in Asia. Many of these companies also are primary customers for optical and communication components, and, therefore, have significant control over certain markets for our products. There can be no assurance that existing or new competitors will not develop technologies that are superior to or more commercially acceptable than our existing and planned technologies and products or that competition in our industry will not lead to reduced prices for our products. If we are unable to successfully compete with existing companies and new entrants to the markets we compete in, our business, results of operations, and financial condition could be adversely affected.

We anticipate further reductions in the average selling prices of some of our products over time, and, therefore, must increase our sales volumes, reduce our costs, and/or introduce higher margin products to reach and maintain consistent profitable results. We have experienced decreases in the average selling prices of some of our products over the last ten years, including most of our passive component products. We anticipate that as certain products in the optical component and module market become more commodity-like, the average selling prices of our products will decrease in response to competitive pricing pressures, new product introductions by us or our competitors, or other factors. We attempt to offset anticipated decreases in our average selling prices by increasing our sales volumes and/or changing our product mix. If we are unable to offset anticipated future decreases in our average selling prices by increasing our sales volumes or changing our product mix, our net revenues and gross margins will decline, increasing the projected cash needed to fund operations. To address these pricing pressures, we must develop and introduce new products and product enhancements that will generate higher margins, continue to reduce costs, and/or change our product mix in order to generate higher margins. If we cannot maintain or improve our gross margins, our financial position, and results of operations may be harmed.

Because of our limited product offerings, our ability to generate additional revenues may be limited without additional growth. With our strategic transition into more value-added solutions, and the addition of Visimid in July 2023, we reorganized our products into four product groups: infrared components, visible components, assemblies and modules, and engineering services. The addition of G5 Infrared in February 2025 further expands our product offerings. In fiscal year 2025, sales of infrared components represented approximately 38% of our net revenues, sales of visible components represented approximately 32% of our net revenues, sales of assemblies and modules represented 21% of our revenues, and engineering services represented 9% of our revenues. In the future, we expect growth primarily from our assemblies and modules and engineering services product groups, the vertical integration of which will be supported by the infrared components product group. Continued and expanding market acceptance of these products, particularly infrared products based on our proprietary chalcogenide materials (Germanium alternatives), is critical to our future success. There can be no assurance that our current or new products will achieve market acceptance at the rate at which we expect, or at all, which could adversely affect our results of operations and financial condition.

Our failure to accurately forecast material requirements could cause us to incur additional costs, have excess inventories, or have insufficient materials to manufacture our products. Our material requirements forecasts are based on actual or anticipated product orders. It is very important that we accurately predict both the demand for our products and the lead times required to obtain the necessary materials. Lead times for materials that we order vary significantly and depend on factors, such as specific supplier requirements, the size of the order, contract terms, and the market demand for the materials at any given time. If we overestimate our material requirements, we may have excess inventory, which would increase our costs. If we underestimate our material requirements, we may have inadequate inventory, which could interrupt our manufacturing and delay delivery of our products to our customers. Any of these occurrences would negatively impact our results of operations. Additionally, in order to avoid excess material inventories, we may incur cancellation charges associated with modifying existing purchase orders with our vendors, which, depending on the magnitude of such cancellation charges, may adversely affect our results of operations.

If we do not achieve acceptable manufacturing yields our operating results could suffer. The manufacture of our products involves complex and precise processes. Our manufacturing costs for several products are relatively fixed, and, thus, manufacturing yields are critical to the success of our business and our results of operations. Changes in our manufacturing processes or those of our suppliers could significantly reduce our manufacturing yields. In addition, we may experience manufacturing delays and reduced manufacturing yields upon introducing new products to our manufacturing lines. The occurrence of unacceptable manufacturing yields or product yields could adversely affect our financial condition and results of operations.

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If our customers do not qualify our manufacturing lines for volume shipments, our operating results could suffer. Our manufacturing lines have passed our qualification standards, as well as our technical standards. However, our customers may also require that our manufacturing lines pass their specific qualification standards, and that we be registered under international quality standards, beyond our ISO 9001:2015 certification. This customer qualification process determines whether our manufacturing lines meet the customers’ quality, performance, and reliability standards. Generally, customers do not purchase our products, other than limited numbers of evaluation units, prior to qualification of the manufacturing line for volume production. We may be unable to obtain customer qualification of our manufacturing lines or we may experience delays in obtaining customer qualification of our manufacturing lines. If there are delays in the qualification of our products or manufacturing lines, our customers may drop the product from a long-term supply program, which would result in significant lost revenue opportunity over the term of each such customer’s supply program, or our customers may purchase from other manufacturers. The inability to obtain customer qualification of our manufacturing lines, or the delay in obtaining such qualification, could adversely affect our financial condition and results of operations.

Our future success depends on our key executive officers and our ability to attract, retain, and motivate qualified personnel. Our future success largely depends upon the continued services of our key executive officers, management team, and other engineering, sales, marketing, manufacturing, and support personnel. If one or more of our key employees are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Additionally, we may incur additional expenses to recruit and retain new key employees. If any of our key employees joins a competitor or forms a competing company, we may lose some or a significant portion of our customers. Because of these factors, the loss of the services of any of these key employees could adversely affect our business, financial condition, and results of operations.

Our continuing ability to attract and retain highly qualified personnel will also be critical to our success because we will need to hire and retain additional personnel to support our business strategy. We expect to continue to hire selectively in the manufacturing, engineering, sales and marketing, and administrative functions to the extent consistent with our business levels and to further our business strategy. We face significant competition for skilled personnel in our industry. This competition may make it more difficult and expensive to attract, hire, and retain qualified managers and employees. Because of these factors, we may not be able to effectively manage or grow our business, which could adversely affect our financial condition or business.

We face product liability risks, which could adversely affect our business. The sale of our optical products involves the inherent risk of product liability claims by others. We do not currently maintain product liability insurance coverage. Product liability insurance is expensive, subject to various coverage exclusions, and may not be obtainable on terms acceptable to us if we decide to procure such insurance in the future. Moreover, the amount and scope of any coverage may be inadequate to protect us in the event that a product liability claim is successfully asserted. If a claim is asserted and successfully litigated by an adverse party, our financial position and results of operations could be adversely affected.

Business interruptions could adversely affect our business. We manufacture our products at manufacturing facilities located in Orlando, Florida; Hudson, New Hampshire; Riga, Latvia; and Zhenjiang, China. Our revenues are dependent upon the continued operation of these facilities. The Orlando Facility is subject to a lease that expires March 31, 2034. The Hudson, New Hampshire facility lease expires in November 2026. The Riga Facility is subject to two leases which expire in December 2030, and the Zhenjiang Facility is subject to one lease that expires in December 2027. Our operations are vulnerable to interruption by fire, hurricane winds and rain, earthquakes, electric power loss, telecommunications failure, and other events beyond our control. We do have a business continuity and recovery plan for our facilities however, we do not have a backup facility, other than our other facilities, or contractual arrangements with any other manufacturers in the event of a casualty to or destruction of any facility or if any facility ceases to be available to us for any other reason. If we are required to rebuild or relocate either of our manufacturing facilities, a substantial investment in improvements and equipment would be necessary. We carry only a limited amount of business interruption insurance, which may not sufficiently compensate us for losses that may occur.

Our facilities may be subject to electrical blackouts as a consequence of a shortage of available electrical power. We currently do not have backup generators or alternate sources of power in the event of a blackout. If blackouts interrupt our power supply, we would be temporarily unable to continue operations at such facility.

Any losses or damages incurred by us as a result of blackouts, rebuilding, relocation, or other business interruptions, could result in a significant delay or reduction in manufacturing and production capabilities, impair our reputation, harm our ability to retain existing customers and to obtain new customers, and could result in reduced sales, lost revenue, increased costs and/or loss of market share, any of which could substantially harm our business and our results of operations.

Risks Related to Our Intellectual Property

If we are unable to protect and enforce our intellectual property rights, we may be unable to compete effectively. We believe that our intellectual property rights are important to our success and our competitive position, and we rely on a combination of patent, copyright, trademark, and trade secret laws and restrictions on disclosure to protect our intellectual property rights in the United States and internationally. Although we have devoted substantial resources to the establishment and protection of our intellectual property rights, the actions taken by us may be inadequate to prevent imitation or improper use of our products by others or to prevent others from claiming violations of their intellectual property rights by us.

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In addition, we cannot assure that, in the future, our patent applications will be approved, that any patents that may be issued will protect our intellectual property, or that third parties will not challenge any issued patents. Other parties may independently develop similar or competing technology or design around any patents that may be issued to us. We also rely on confidentiality procedures and contractual provisions with our employees, consultants, and corporate partners to protect our proprietary rights, but we cannot assure the compliance by such parties with their confidentiality obligations, which could be very time consuming, expensive, and difficult to enforce.

It may be necessary to litigate to enforce our patents, copyrights, and other intellectual property rights, to protect our trade secrets, to determine the validity of and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Such litigation can be time consuming, distracting to management, expensive, and difficult to predict. Our failure to protect or enforce our intellectual property could have an adverse effect on our business, financial condition, prospects, and results of operation.

We do not have patent protection for our formulas and processes, and a loss of ownership of any of our formulas and processes would negatively impact our business. We believe that we own our formulas and processes. However, we have not sought, and do not intend to seek, patent protection for all of our formulas and processes. Instead, we rely on the complexity of our formulas and processes, trade secrecy laws, and employee confidentiality agreements. However, we cannot assure you that other companies will not acquire our confidential information or trade secrets or will not independently develop equivalent or superior products or technology and obtain patent or similar rights. Although we believe that our formulas and processes have been independently developed and do not infringe the patents or rights of others, a variety of components of our processes could infringe existing or future patents, in which event we may be required to modify our processes or obtain a license. We cannot assure you that we will be able to do so in a timely manner or upon acceptable terms and conditions and the failure to do either of the foregoing would negatively affect our business, results of operations, financial condition, and cash flows.

Data breach and breakdown of information and communication technologies. In the course of our business, we collect and store sensitive data, including intellectual property. We could be subject to service outages or breaches of security systems which may result in disruption, unauthorized access, misappropriation, or corruption of this information. We rely on our information technology systems to effectively manage our operational and financial functions. We increasingly rely on information technology systems to process, transmit, and store electronic information. In addition, a significant portion of internal communications, as well as communication with customers and suppliers, depends on information technology. We are exposed to the risk of cyber incidents in the normal course of business. Cyber incidents may be deliberate attacks for the theft of intellectual property, other sensitive information or cash or may be the result of unintentional events. Like most companies, our information technology systems may be vulnerable to interruption due to a variety of events beyond our control, including, but not limited to, physical or electronic break-ins, vendor service outages, terrorist attacks, telecommunications failures, computer viruses, hackers, foreign governments, and other security issues. We have technology security initiatives and data recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequate, or implemented properly, or executed timely to ensure that our operations are not disrupted. We have insurance coverage for cyber liability, but there can be no assurances that the amount of coverage will be adequate or that insurance proceeds will be available for a particular claim.

Although we have not experienced an incident, potential consequences of a material cyber incident include damage to our reputation, litigation, system disruptions, shutdowns, unauthorized disclosure of confidential information, and increased cyber security protection and remediation costs. Such consequences could materially and adversely affect our results of operations.

We may become involved in intellectual property disputes and litigation, which could adversely affect our business. We anticipate, based on the size and sophistication of our competitors and the history of rapid technological advances in our industry that several competitors may have patent applications in progress in the U.S. or in foreign countries that, if issued, could relate to products similar to ours. If such patents were to be issued, the patent holders or licensees may assert infringement claims against us or claim that we have violated other intellectual property rights. These claims and any resulting lawsuits, if successful, could subject us to significant liability for damages and invalidate our proprietary rights. The lawsuits, regardless of their merits, could be time-consuming and expensive to resolve and would divert management time and attention. Any potential intellectual property litigation could also force us to do one or more of the following, any of which could harm our business and adversely affect our financial condition and results of operations:

| · | stop selling, incorporating or using our products that use the disputed intellectual property;
| · | obtain from third parties a license to sell or use the disputed technology, which license may not be available on reasonable terms, or at all; or
| · | redesign our products that use the disputed intellectual property.

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Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

Cybersecurity Risk Management and Strategy

We have established and implemented a comprehensive cybersecurity risk management program aimed at safeguarding the confidentiality, integrity, and availability of our critical information technology (“IT”) systems and sensitive information.

Our cybersecurity risk management program is fully integrated within our broader enterprise risk management framework, leveraging consistent methodologies, incident reporting channels, and governance processes. These approaches are used not only for cybersecurity risks but also for managing other areas of risk, including legal, compliance, strategic, operational, and financial. The program is continuously assessed and refined, using the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) as a guiding tool to identify, prioritize, and manage cybersecurity risks that could significantly affect our operations, financial performance, or business objectives.

Key components of our cybersecurity risk management program include:

| · | Cybersecurity Incident Response Plan (“CIRP”): Our CIRP ensures we are prepared to respond to, report, and remediate any cybersecurity incidents effectively. Led by the Chief Information Officer (“CIO”), our corporate compliance and risk management team manages all aspects of incident response. For significant incidents, additional third-party resources would be mobilized to mitigate impact on the business.
| · | Continuous Vulnerability Management: We continuously monitor our IT networks and legacy systems to identify threats that may adversely affect critical systems and information, ensuring that our broader IT environment remains secure.
| · | Third-Party Cybersecurity Consultants: We engage trusted third-party cybersecurity experts to enhance our security posture, perform assessments, and provide strategic guidance, ensuring continuous improvement in our cybersecurity approach.
| · | Cybersecurity Awareness Training: Employees, incident response teams, and senior management undergo regular training to ensure awareness of evolving cybersecurity threats and the appropriate responses.
| · | Risk Management for Third-Party Providers: We conduct due diligence when selecting and periodically reviewing third-party service providers, suppliers, and vendors to ensure they comply with necessary cybersecurity standards.

Cybersecurity Governance

Our executive team and Board of Directors are actively involved in overseeing cybersecurity risks. The executive team and the CIO oversee the Company's information security efforts and cybersecurity governance. This team regularly reviews our cybersecurity posture and any incidents that have occurred.

The management of our cybersecurity risks is led by the CIO and the executive team who bring over 35 years of combined experience in cybersecurity, IT, and risk management. This team is responsible for the overall cybersecurity risk management program, collaborating with internal teams, external consultants, and cross-functional divisions. Their efforts are supported by threat intelligence from various sources, and they regularly benchmark our security practices against the NIST CSF.

Our CIO reports regularly to the executive team, providing updates on cybersecurity strategies, current threats, and long-term planning. Additionally, the CIO provides an annual cybersecurity update, presenting an overview of significant cybersecurity risks and their potential impact on internal controls.

In the event of a significant cybersecurity incident that escalates to a corporate crisis, the executive team and the Board will be engaged in alignment with the corporate compliance and risk protocols.

While LightPath Technologies faces various cybersecurity threats as part of routine operations, no risks have been identified to date that could materially impact the company’s operations, strategy, financial condition, or overall business performance.

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Item 2. Properties.

Our properties consist primarily of leased office and manufacturing facilities. Our corporate headquarters office and manufacturing facility is located in Orlando, Florida and our additional manufacturing and office facilities are located in Hudson, New Hampshire, Plano, Texas, Zhenjiang, China and Riga, Latvia. The following schedule presents the approximate square footage of our offices and facilities as of June 30, 2025:

Location |  | Square Feet |  | Commitment and Use
Orlando, Florida |  | 58,500 |  | Leased; 2 suites used for corporate headquarters offices, manufacturing, and research and development
Hudson, New Hampshire |  | 27,000 |  | Leased; 1 suite used for administrative offices, engineering and manufacturing
Plano, Texas |  | 3,000 |  | Leased; 1 suite used for engineering and manufacturing
Riga, Latvia |  | 29,000 |  | Leased; 3 suites used for administrative offices and manufacturing
Zhenjiang, China |  | 39,500 |  | Leased; 1 building used for manufacturing

Our territorial sales personnel maintain an office from their homes to serve their geographical territories.

For additional information regarding our facilities, please see Item 1. Business in this Annual Report on Form 10-K. For additional information regarding leases, see Note 13, Leases, to the Notes to the Consolidated Financial Statements to this Annual Report on Form 10-K.

Item 3. Legal Proceedings.

From time to time, we are involved in various legal actions arising in the normal course of business. We currently have no material legal proceeding to which we are a party to or to which our properties are subject to and, to the best of our knowledge, no material adverse legal activity is anticipated or threatened.

Item 4. Mine Safety Disclosures.

Not Applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Class A common stock is traded on the Nasdaq Capital Market under the symbol “LPTH”.

Holders

As of September 18, 2025, we estimate there were approximately 220 holders of record and approximately 10,835 street name holders of our Class A common stock.

Dividends

We have never declared or paid any cash dividends on our Class A common stock and do not intend to pay any cash dividends in the foreseeable future. We currently intend to retain all future earnings in order to finance the operation and expansion of our business. In addition, the payment of dividends, if any, in the future, will depend on our earnings, capital requirements, financial conditions, and other relevant factors.

Issuer Purchases of Equity Securities

During the year ended June 30, 2025 there were no repurchases of the Company’s Class A common stock by the Company.

Item 6. [Reserved].

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis by our management of our financial condition and results of operations in conjunction with our consolidated financial statements and the accompanying notes.

The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Annual Report on Form 10-K regarding forward-looking statements.

The following discussions also include use of non-GAAP measures discussed in more detail under the heading “Non-GAAP Financial Measures.”

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Effect of Certain Events Occurring at Our Chinese Subsidiaries

In April 2021, we terminated several employees of our China subsidiaries, LPOIZ and LPOI, including the General Manager, the Sales Manager, and the Engineering Manager, after determining that they had engaged in malfeasance and conduct adverse to our interests, including efforts to misappropriate certain of our proprietary technology, diverting sales to entities owned or controlled by these former employees and other suspected acts of fraud, theft and embezzlement. In connection with such terminations, our China subsidiaries have engaged in certain legal proceedings with the terminated employees.

In December 2023, the Company recovered approximately $0.2 million in funds that had been recovered by the Chinese authorities, which is included in “Other income” in the accompanying Consolidated Statements of Comprehensive Income (Loss) for the year ended June 30, 2024. We do not expect to recover any further funds or incur additional legal fees or consulting expenses in future periods as we have exhausted nearly all of our legal options and remedies.

Results of Operations

Operating Results for Fiscal Year Ended June 30, 2025 compared to the Fiscal Year Ended June 30, 2024:

Revenue.

Revenue for fiscal year 2025 was approximately $37.2 million, an increase of 17%, as compared to $31.7 million in fiscal year 2024. Revenue generated by the infrared components product group was approximately $14.3 million in fiscal year 2025, an increase of 2%, as compared to the prior fiscal year. Fiscal year 2025 includes $1.6 million of G5 Infrared sales of coating services and components. The remaining decrease of $1.4 million is primarily due to a decrease in sales against a large annual contract for Germanium-based products, which was not renewed in the second quarter of fiscal 2024, largely due to the challenges associated with the Germanium supply chain, where it is difficult to secure pricing and availability for long-term orders. The decrease in sales to this customer was partially offset by increases in sales of infrared components to several defense customers in the U.S. and in Europe.

Revenue generated by the visible components product group was approximately $11.7 million for fiscal year 2025, an increase of 4%, as compared to the prior fiscal year. The increase in revenue is primarily due to sales to defense customers, partially offset by decreases in sales through catalog and distribution channels in the U.S., as well as decreases in sales to commercial and medical customers.

Revenue from the assemblies and modules product group was approximately $8.0 million in fiscal year 2025, an increase of 79% as compared to fiscal year 2024. Fiscal year 2025 includes $4.0 million of G5 Infrared sales of cameras and modules. The remaining decrease is due to an end of life order for a custom visible lens assembly which shipped complete in the first quarter of fiscal 2025. This decrease in visible lens assembly sales was partially offset by increased sales of an infrared lens assembly to an industrial customer which started shipping at volume in the third quarter of fiscal 2025.

Revenue from engineering services increased by $1.2 million for fiscal 2025, as compared to the same period of the prior fiscal year. This increase was driven by Visimid’s contract with Lockheed Martin, as well as revenue from one of our space-related funded research contracts. The timing and dollar value of deliverables is not always consistent, which causes revenue for this product group to fluctuate from period to period.

Cost of Sales and Gross Margin.

Gross margin for fiscal year 2025 was approximately $10.1 million, an increase of 17%, as compared to approximately $8.6 million in fiscal year 2024. Total cost of sales was approximately $27.1 million for fiscal year 2025, compared to $23.1 million for fiscal year 2024, an increase of 17%. Gross margin as a percentage of revenue was 27% for fiscal year 2025 as compared to 27% for fiscal year 2024. Gross margin for fiscal year 2025 was favorably impacted by the addition of G5 Infrared revenue and gross margin since acquisition, particularly in the assemblies and modules product group. The assemblies and modules product group increased from 14% of revenue in fiscal year 2024, to 21% of revenue in fiscal year 2025, and these products typically have higher gross margins than the component product groups. Gross margin for fiscal year 2025 was unfavorably impacted by an approximately $0.5 million increase in inventory reserve charges primarily related to visible components where revenue has declined for the past several years.

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Selling, General and Administrative.

For fiscal year 2025, Selling, General and Administrative (“SG&A”) costs were approximately $15.8 million, an increase of approximately $3.5 million, or 29%, as compared to the prior fiscal year. The increase in SG&A for fiscal year 2025 is primarily related to the acquisition of G5 Infrared, including: (i) the addition of approximately $1.1 million in SG&A costs related to G5 Infrared; and (ii) non-recurring costs of $1.5 million related to the acquisition, an increase of $1.0 million as compared to prior fiscal year, as we began incurring costs related to this acquisition in the second half of fiscal year 2024. The remaining increase of approximately $1.5 million was driven by: (i) increased sales and marketing spend, including additional headcount, consultants, advertising and tradeshows; and (ii) an increase in information technology spend to upgrade our infrastructure to meet customer requirements, particularly, Cybersecurity, for the defense industry.

New Product Development.

New product development costs were approximately $3.1 million in fiscal year 2025, an increase of approximately $0.7 million, or 28%, as compared to the prior fiscal year. These increases are due to the addition of engineering personnel, as well as an increase in materials and outside services utilized for development projects, primarily for infrared cores and camera systems.

Amortization of Intangibles.

Amortization of intangibles decreased by $0.2 million for fiscal year 2025, as compared to the prior fiscal year, as certain of the intangible assets related to the acquisition of ISP were fully amortized as of December 31, 2024. This decrease was largely offset by the addition of amortization of intangible assets associated with the G5 Infrared acquisition. See Note 3, Acquisitions, in the Consolidated Financial Statements included in this Annual Report on Form 10-K, for further information.

Other Expense.

Interest expense, net, was approximately $1.1 million for fiscal year 2025, compared to approximately $0.2 million in the prior fiscal year. Interest expense for fiscal year 2025 include financing costs associated with the warrant liability of approximately $0.3 million. The remaining increase in interest expense is due to the interest and amortization of loan issuance costs associated with the Bridge Note, executed in August 2024, which was subsequently replaced by the Acquisition Notes executed in February 2025. See Note 14, Loans Payable, in the Consolidated Financial Statements included in this Annual Report on Form 10-K, for definitions and further information.

We recorded a loss in extinguishment of debt of $0.4 million during fiscal year 2025, related to the exchange of the Bridge Note for an Acquisition Note in connection with the financing of the acquisition of G5 Infrared. The loss is based on the difference between the carrying value of the debt being extinguished and the fair value of the new debt, plus any other payments exchanged (e.g. the aforementioned Class A Common Stock, Series G Convertible Preferred Stock and warrants).

Other expense, net, was approximately $0.1 million for fiscal year 2025, compared to other income, net of $0.1 million for fiscal year 2024. Other expense, net, for fiscal year 2025 primarily consists of net foreign exchange losses. Other income, net, for fiscal year 2024 includes a gain of $0.2 million for the return of funds previously misappropriated by our former Chinese management team, as a result of the ongoing legal proceedings described in Note 15, Contingencies, in the Consolidated Financial Statements included in this Annual Report on Form 10-K. This gain was largely offset by expenses of $0.2 million associated with an event of default by a sub-tenant of a portion of our Orlando Facility lease.

We execute all foreign sales from our U.S. facilities and inter-company transactions in U.S. dollars, partially mitigating the impact of foreign currency fluctuations. Assets and liabilities denominated in non-United States currencies, primarily the Chinese Yuan and Euro, are translated at rates of exchange prevailing on the balance sheet date, and revenues and expenses are translated at average rates of exchange for the year. During fiscal year 2025, we incurred net foreign currency transaction losses of approximately $0.1 million, compared to net foreign currency transaction gains of $0.1 million for fiscal year 2024.

Income Taxes.

During fiscal year 2025, we recorded income tax expense of approximately $0.1 million, compared to $0.1 million in fiscal year 2024, primarily related to our operations in China. Income taxes for fiscal years 2025 and 2024 include Chinese withholding tax expenses of $0.2 million and $0.2 million, respectively, the majority of which are associated with intercompany dividends declared by LPOIZ, payable to us as the parent company. While these repatriation transactions result in some additional Chinese withholding taxes, LPOIZ currently qualifies for a reduced Chinese income tax rate; therefore, the total tax on those earnings was still below the normal income tax rate. Income tax expense for fiscal years 2025 and 2024 are also offset by deferred income tax benefits from the turnaround of temporary differences, and increased by deferred income tax expense related to certain indefinite lived temporary differences. Please refer to Note 9, Income Taxes, in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information related to each of our tax jurisdictions.

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Net Income (Loss).

Net loss for fiscal year 2025 was approximately $14.9 million, or $0.36 basic and diluted loss per share, compared to approximately $8.0 million, or $0.21 basic and diluted loss per share, for fiscal year 2024. The increase in net loss for fiscal year 2025, as compared to fiscal year 2024, is partially attributable to the approximately $3.5 million increase in operating loss due to higher operating expenses, partially offset by the increase in gross margin. In addition, fiscal year 2025 net income reflects a number of non-operating items driven by the acquisition financing, including the increased interest expense of $1.0 million, loss on extinguishment of debt of $0.4 million, and change in fair value of warrant liability of $1.4 million.

Weighted-average common stock shares outstanding were 40,874,068 for both basic and diluted in fiscal year 2025, compared to 37,944,935 for both basic and diluted in fiscal year 2024. The increase in weighted-average basic common shares was primarily due to the Class A Common Stock issued in conjunction with the financing of the acquisition of G5 Infrared (refer to Note 8, Stockholders’ Equity, in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information). The increase is also attributable to: (i) the 585,483 shares of Class A Common Stock issued during the second half of fiscal year 2024 pursuant to the at-the-market equity program; (ii) the shares of Class A Common Stock issued in conjunction with the acquisition of Visimid; and (iii) the issuance of shares of Class A Common Stock under the 2014 ESPP and underlying vested RSUs and RSAs. Potential dilutive common stock equivalents were excluded from the calculation of diluted shares for all periods presented, as their effects would have been anti-dilutive due to net losses in those periods.

Liquidity and Capital Resources

At June 30, 2025, we had working capital of approximately $11.3 million and total cash and cash equivalents of approximately $4.9 million. Approximately 25% of our total cash, cash equivalents and restricted cash was held by our foreign subsidiaries in China and Latvia. Cash and cash equivalents held by our foreign subsidiaries in China and Latvia were generated in-country as a result of foreign earnings. Historically, we considered unremitted earnings held by our foreign subsidiaries to be permanently reinvested. However, during fiscal year 2020, we began declaring intercompany dividends to remit a portion of the earnings of our foreign subsidiaries to us, as the U.S. parent company. It is still our intent to reinvest a portion of earnings generated by our foreign subsidiaries, however we also plan to repatriate a portion of their earnings.

In China, before any funds can be repatriated, the retained earnings of the legal entity must equal at least 50% of the registered capital. During fiscal years 2025 and 2024, we repatriated approximately $1.2 million and $1.4 million, respectively, from LPOIZ. As of June 30, 2025, LPOIZ had approximately $0.4 million in retained earnings available for repatriation, based on earnings accumulated through December 31, 2024, the end of the most recent statutory tax year, that remained undistributed as of June 30, 2025.

Loans payable as of June 30, 2025 consisted of the Acquisition Notes (as defined below) and two third-party equipment loans (as defined below). Details of the loans are as follows:

Acquisition Notes

On February 18, 2025 in connection with the closing of the Securities Purchase Agreement (as defined in Note 3, Acquisitions, to the Notes to the Consolidated Financial Statements to this Annual Report on Form 10-K), we issued senior secured promissory notes in an aggregate principal amount of $5.2 million (the “Acquisition Notes”). The Acquisition Notes accrue interest at the rate between 10-12% per annum (12% as of June 30, 2025), based on the ratio of indebtedness to EBIDTA of the Company, unless an event of default (as defined in the Acquisition Notes) occurs, at which time the Acquisition Notes would accrue interest at 15% per annum.

The Acquisition Notes will mature on February 18, 2027, the second anniversary of the issuance date.

The Acquisition Notes will automatically convert into shares of Series G Convertible Preferred Stock, which are convertible into Conversion Shares, if the EBIDTA reported by the Company for the calendar year ending December 31, 2025, is less than approximately $4.9 million, which are in turn convertible into Conversion Shares (the “Automatic Note Conversion”). The Series G Convertible Preferred Stock is convertible into Class A Common Stock. The Company determined that the Automatic Note Conversion did not require bifurcation from the Acquisition Notes as the Automatic Note Conversion (i) is indexed to the Company’s own stock, (ii) is settled in shares, not cash, and (iii) is only exercisable into a fixed number of shares at a fixed exercise price of $1,000 per share once it is triggered to convert and the conversion price can only be adjusted for standard antidilution provisions.

All or part of the Acquisition Notes may, unless converted under the Automatic Note Conversion, be redeemed by the Company prior to the maturity date at a redemption price equal to the portion of principal so redeemed plus all accrued and unpaid interest thereon, provided that if the funds used for redemption were not generated internally by Company operations, the redemption amount will be multiplied by 102%. In addition, following an event of default or upon a change of control, the Purchaser may require the Company to redeem all or any portion of the Acquisition Notes. Notwithstanding anything to the contrary, upon any bankruptcy event of default, the Company will immediately pay the holder an amount in cash representing all outstanding principal and accrued and unpaid interest. The Company determined that these redemption features did not require bifurcation from the Acquisition Notes as these are clearly and closely related to the Acquisition Notes.

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The Acquisition Notes include customary affirmative and negative covenants and events of default. Additionally, the Acquisition Notes include financial covenants requiring the Company to maintain a Total Leverage Ratio (as defined in the Acquisition Notes) of not greater than 4.00:1:00 and a Fixed Charge Covered Ratio (as defined in the Acquisition Notes) of greater than 1.20:1.00 for each fiscal quarter beginning with the fiscal quarter ending December 31, 2025.

Equipment Loans.

In December 2020, ISP Latvia entered into an equipment loan with a third party (the “2020 Equipment Loan”), which is also a customer. The 2020 Equipment Loan is subordinate to the Term Loan and is collateralized by certain equipment. The initial advance under the 2020 Equipment Loan was 225,000 EUR (or approximately USD $0.3 million), payable in equal installments over 60 months, the proceeds of which were used to make a prepayment to a vendor for equipment to be delivered at a future date. The 2020 Equipment Loan bears interest at a fixed rate of 3.3%. An additional 225,000 EUR (or approximately USD $0.3 million) was drawn in September 2021, which proceeds were paid to the vendor for the equipment, payable in equal installments over 52 months. As of June 30, 2025, the outstanding balance on the 2020 Equipment Loan was approximately 49,000 EUR (or USD $0.1 million).

In May 2023, ISP Latvia entered into an equipment loan with a third party financial institution (the “2023 Equipment Loan”). The 2023 Equipment Loan is collateralized by certain equipment. The initial advances under the 2023 Equipment Loan totaled 260,258 EUR (or approximately USD $0.3 million), the proceeds of which were used to make prepayments to a vendor for equipment to be delivered at a future date. The final advance for the final payment to the equipment vendor was 132,674 EUR (or approximately USD $0.1 million). The 2023 Equipment Loan is payable over 48 months, with monthly installments beginning January 1, 2024. The 2023 Equipment Loan bears interest at the six-month EURIBOR rate, plus 2.84% (4.89% as of June 30, 2025). As of June 30, 2025, the outstanding balance on the 2023 Equipment Loan was approximately 263,000 EUR (or USD $0.3 million).

For additional information regarding the Acquisition Notes and the equipment loans, see Note 14, Loans Payable, to the Notes to the Consolidated Financial Statements to this Annual Report on Form 10-K.

Equity Financing.

In February 2022, we filed a shelf registration statement to facilitate the issuance of our Class A common stock, warrants exercisable for shares of our Class A common stock, and/or units up to an aggregate offering price of $75.8 million from time to time. In connection with the filing of the shelf registration statement, we also included a prospectus supplement relating to an at-the-market equity program under which we may issue and sell shares of our Class A common stock up to an aggregate offering price of $25.2 million from time to time, decreasing the aggregate offering price available under our shelf registration statement to $50.6 million. The shelf registration statement was declared effective by the Securities and Exchange Commission (the “SEC”) on March 1, 2022. During the year ended June 30, 2024, we issued 585,483 shares of our Class A common stock pursuant to the at-the-market equity program. No shares were issued under this program during fiscal year 2025 before the shelf registration expired on March 1, 2025.

On February 18, 2025, we announced the closing of the acquisition of G5 Infrared and the related financing, including the issuance of shares of Series G Convertible Preferred Stock. For additional information, refer to Note 3, Acquisitions, to the Notes to the Consolidated Financial Statements to this Annual Report on Form 10-K.

There are a number of factors that could result in the need to raise additional funds in the longer term, including a decline in revenue or a lack of anticipated sales growth, increased material costs, increased labor costs, planned production efficiency improvements not being realized, increases in property, casualty, benefit and liability insurance premiums, and increases in other costs. In addition, approximately 25% of our cash and cash equivalents was held by our foreign subsidiaries as of June 30, 2025 and, although we regularly repatriate cash, it may not be readily available to repay our liabilities in the U.S. should our cash assets in the U.S. not be sufficient. We may also identify opportunities for additional acquisitions and other strategic transactions to expand and further enhance our business that may require that we raise additional capital should we elect to pursue any of such transactions.

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Cash Flows – Operating.

Cash used in operations was $8.3 million, compared to cash provided by operations was approximately $0.5 million for fiscal year 2024. The cash used in operations for fiscal 2025 was driven by the net loss, after considering non-cash items, which was partially driven by significant legal and consulting expenses related to the acquisition of G5 Infrared. In addition, inventory increased $1.4 million (net of inventory included in the acquisition of G5 Infrared), while the increase in accounts payable was largely offset by increases in accounts payable and accrued liabilities. The cash provided by operations during fiscal year 2024 was primarily due decreases in accounts receivable and inventory, due to lower sales in fiscal year 2024, as compared to fiscal year 2023.

We anticipate continued improvement in our cash flows provided by operations in future years and as we continue to focus on managing our receivables, payables and inventory, while continuing to grow our sales and improve gross margins, with moderate increases in general, administrative, sales and marketing and new product development costs.

Cash Flows – Investing.

During fiscal years 2025 and 2024, we expended approximately $18.5 million and $0.8 million, net, to acquire G5 Infrared and Visimid, respectively, as disclosed in Note 3, Acquisitions, in the Consolidated Financial Statements in this Annual Report on Form 10-K. During fiscal 2025, we expended approximately $1.3 million for capital equipment, as compared to approximately $2.2 million during fiscal year 2024. During fiscal year 2025, our capital expenditures were primarily related to expansion of our glass fabrication capacity, as well as metrology and infrared coating equipment, whereas our capital expenditures in fiscal year 2024 were primarily related to the expansion of our Orlando Facility. In August 2023, we completed the construction of certain tenant improvements subject to our continuing lease for our Orlando Facility, of which the landlord provided $2.4 million in tenant improvement allowances. We funded the balance of the tenant improvement costs of approximately $3.7 million over fiscal years 2023 and 2024.

We anticipate a moderate level of capital expenditures during fiscal year 2026; however, the total amount expended will depend on sales growth opportunities and other circumstances.

Cash Flows – Financing.

Net cash provided by financing activities was approximately $29.3 million, whereas cash used in financing activities was approximately $1.5 million in fiscal year 2024. Cash provided by financing activities for fiscal year 2025 reflects approximately $29.8 million from financing related to the acquisition of G5 Infrared, offset by $0.4 million in principal payments on loans and finance leases. Cash used in financing activities for fiscal year 2024 reflects approximately $2.6 million in principal payments on our loans and finance leases, offset by $0.3 million in proceeds from the 2023 Equipment Loan, $0.8 million in proceeds from the sale of Class A common stock pursuant to the at-the-market equity program.

How We Operate

We have continuing sales of two basic types: sales of standard product configurations and sales of customized products or products developed specifically for a certain customer. In this latter type of business, we work with customers to help them determine optical specifications and then create certain optical designs for them, including complex multi-component, optical system or sub-system designs that we call “engineered solutions.” This is followed by “sampling” or prototyping small numbers of the product for the customers’ test and evaluation. Thereafter, should a customer conclude that our specification or design is the best solution to their product need; we negotiate and “win” a contract (sometimes called a “design win”) – whether of a “blanket purchase order” type or a supply agreement. The strategy is to create an annuity revenue stream that makes the best use of our production capacity and longer-term revenue planning, as compared to the turns business, which is unpredictable and uneven. A key business objective is to convert as much of our business to the design win and annuity model as is possible. We face several challenges in doing so:

| · | Maintaining the design and new product development capability, including a high-quality and responsive optical design engineering staff, opto-mechanical engineering, and all related disciplines;
| · | The fact that as our customers take products of this nature into higher volume, commercial production they begin to work seriously to reduce costs – which may lead them to turn to larger producers, domestic or overseas, even if sacrificing quality; and
| · | Our small business mass means that we can only offer a moderate amount of total productive capacity before we reach financial constraints imposed by the need to make additional capital expenditures – in other words, because of our limited cash resources and cash flow, we may not be able to service every opportunity that presents itself in our markets without arranging for such additional capital expenditures.

Despite these challenges to winning more “annuity” business, we nevertheless believe we can be successful in procuring this business because of our unique capabilities in optical design engineering that we make available on the market to our current and potential customers looking for specific solutions to their needs. Additionally, we believe that we offer value to some customers as a source of supply in the U.S. should they be unwilling to commit to purchase their supply of critical component(s) from foreign sources. For information regarding revenue recognition related to our various revenue streams, refer to Critical Accounting Policies and Estimates in this Annual Report on Form 10-K.

Our Key Performance Indicators

Usually on a weekly basis, management reviews several performance indicators. Some of these indicators are qualitative and others are quantitative. These indicators change from time to time as the opportunities and challenges in the business change. They are mostly non-financial indicators, such as units of shippable output by product line, production yield rates by major product line, and the output and yield data from significant intermediary manufacturing processes that support the production of the finished shippable product. These indicators can be used to calculate such other related indicators as fully yielded unit production per-shift, which varies by the product and our state of automation in production of that product at any given time. Higher unit production per shift means lower unit cost, and, therefore, improved margins or improved ability to compete, where desirable, for price sensitive customer applications. The data from these reports is used to determine tactical operating actions and changes. We believe that our non-financial production indicators, such as those noted, are proprietary information.

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Financial indicators that are usually reviewed at the same time include the major elements of the micro-level business cycle:

| · | sales backlog;
| · | revenue by product group;
| · | inventory levels;
| · | accounts receivable levels and quality;
| · | EBITDA and Adjusted EBITDA; and
| · | other key indicators.

These indicators are similarly used to determine tactical operating actions and changes and are discussed in more detail below. Management will evaluate these key indicators as we transition to our new strategic plan to determine whether any changes or updates to our key indicators are warranted.

Sales Backlog.

We believe sales growth has been and continues to be a key indicator of success. Our best view into the efficacy of our sales efforts is in our “order book.” Our order book equates to sales “backlog.” It has a quantitative and a qualitative aspect: quantitatively, our backlog’s prospective dollar value and qualitatively, what percent of the backlog is scheduled by the customer for date-certain delivery. We monitor and evaluate our total backlog, which includes all firm orders requested by a customer that are reasonably believed to remain in the backlog and be converted into revenues. This includes customer purchase orders and may include amounts under supply contracts if they meet the aforementioned criteria.

Quarterly backlog levels for fiscal years 2025 and 2024 are as follows:

Quarter |  | Total Backlog ($ 000) |  |  | Change From Prior Year End |  |  | Change From Prior Quarter End |
Q1 2024 |  | $ | 21,303 |  |  |  | (2 | )% |  |  | (2 | )%
Q2 2024 |  | $ | 21,220 |  |  |  | (2 | )% |  |  | 0 | %
Q3 2024 |  | $ | 21,967 |  |  |  | 1 | % |  |  | 4 | %
Q4 2024 |  | $ | 19,268 |  |  |  | (11 | )% |  |  | (12 | )%
Q1 2025 |  | $ | 20,542 |  |  |  | 7 | % |  |  | 7 | %
Q2 2025 |  | $ | 19,767 |  |  |  | 3 | % |  |  | (4 | )%
Q3 2025 |  | $ | 27,423 |  |  |  | 42 | % |  |  | 39 | %
Q4 2025 |  | $ | 37,390 |  |  |  | 94 | % |  |  | 36 | %

The acquisition of G5 Infrared added $5.6 million of backlog as of the Acquisition Date. As of June 30, 2025, backlog for G5 Infrared products was $16.6 million. The remaining backlog of $20.8 million as of June 30, 2025 represents an increase of 8% as compared to the end of the prior fiscal year, primarily due to an increase in orders from an industrial customer, which are scheduled into fiscal year 2027. The timing of multi-year contract renewals are not always consistent and, thus, backlog levels may increase substantially when annual and multi-year orders are received, and decrease as shipments are made against these orders. We anticipate that our existing annual and multi-year contracts will be renewed in future quarters.

Markets continue to experience growing demand for infrared products used in the industrial, defense and first responder sectors. Demand for infrared products continues to be fueled by interest in lenses made with our BD6 glass and our new BDNL materials. With the global supply of germanium concentrated in Russia and China, recent global events and increases in restrictions on the sourcing of these materials are generating renewed interest in germanium alternatives such as our proprietary BlackDiamond materials, and other materials we are currently developing under an exclusive license with the Naval Research Lab.

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As we have outlined in our strategic direction, we do not expect to see significant growth in our visible components product group in the near future. Competition in that product line has grown substantially over the last few years, and some of our new molding capabilities and technologies such as free-form molded optics, might take longer than anticipated to reach full commercialization, depending on economic conditions and technology trends in the area of AR\VR.

In addition, order bookings for both visible and infrared components and assemblies continue to be slow in China. Domestic sales in China have also been adversely impacted by the economic downturn in China, which continues to negatively impact revenue and bookings in that region.

Revenue by Product Group.

The following table sets forth revenue dollars by our three product groups for the three months and year ended June 30, 2025 and 2024:

|  | (unaudited) |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Three Months Ended June 30, |  |  | Quarter |  |  | Year Ended June 30, |  |  | Year-to-date |
|  | 2025 |  |  | 2024 |  |  | % Change |  |  | 2025 |  |  | 2024 |  |  | % Change |
Revenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Infrared components |  | $ | 4,947,111 |  |  | $ | 3,043,148 |  |  |  | 63 | % |  | $ | 14,310,589 |  |  | $ | 14,089,277 |  |  |  | 2 | %
Visible components |  |  | 2,835,474 |  |  |  | 3,178,023 |  |  |  | (11 | )% |  |  | 11,736,549 |  |  |  | 11,233,737 |  |  |  | 4 | %
Assemblies and modules |  |  | 4,164,932 |  |  |  | 1,373,178 |  |  |  | 203 | % |  |  | 7,968,296 |  |  |  | 4,451,165 |  |  |  | 79 | %
Engineering services |  |  | 262,276 |  |  |  | 1,039,783 |  |  |  | (75 | )% |  |  | 3,187,196 |  |  |  | 1,952,013 |  |  |  | 63 | %
Total revenue |  | $ | 12,209,793 |  |  | $ | 8,634,132 |  |  |  | 41 | % |  | $ | 37,202,630 |  |  | $ | 31,726,192 |  |  |  | 17 | %

Three months ended June 30, 2025 compared to three months ended June 30, 2024.

Our revenue increased by 41% in the fourth quarter of fiscal year 2025, as compared to the same quarter of the prior fiscal year, primarily driven by increases in infrared components and assemblies and modules resulting from the addition of G5 Infrared revenue since acquisition.

Revenue generated by the infrared components product group for the fourth quarter of fiscal year 2025 was $5.0 million, an increase of 63%, as compared to the same quarter of the prior fiscal year. The fourth quarter of fiscal 2025 includes $1.1 million of G5 Infrared sales of coating services and components. The remaining $0.8 million increase in revenue is primarily due to an increase in sales to defense customers.

Revenue from the visible components product group for the fourth quarter of fiscal year 2025 was $2.8 million, or flat in comparison to the same quarter of the prior fiscal year. The decrease was primarily driven by a decrease in sales through U.S. catalog and distribution channels, due to a special order which increased revenue in the fourth quarter of the prior fiscal year.

Revenue from assemblies and modules increased by $2.8 million, or 203%, for the fourth quarter of fiscal 2025, as compared to the same quarter of the prior fiscal year. The fourth quarter of fiscal 2025 includes $3.1 million of G5 Infrared sales of cameras and modules. The remaining decrease is partially due to the absence of revenue from an end of life order for a custom visible lens assembly which shipped complete in the first quarter of fiscal 2025, and a decrease in sales of infrared camera cores due to timing of an order in the prior year.

Revenue from engineering services decreased $0.8 million, for the fourth quarter of fiscal 2025, as compared to the same quarter of the prior fiscal year. This increase was primarily driven by Visimid’s contract with Lockheed Martin, where the timing and dollar value of deliverables is not always consistent, which causes revenue for this product group to fluctuate from period to period. For the fourth quarter of fiscal 2025, the revenue recognized against this contract was less than in the fourth quarter of fiscal 2024.

Year ended June 30, 2025 compared to year ended June 30, 2024.

Our revenue increased by approximately 17%, for fiscal year 2025, as compared to the prior fiscal year, primarily driven by increases in assemblies and modules and engineering services, as well as increases in both infrared and visible components. The acquisition of G5 Infrared contributed to the increases in assemblies and modules, and infrared components.

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Revenue generated by the infrared components product group for fiscal year 2025 was $14.3 million, an increase of approximately 2%, as compared to the prior fiscal year. Fiscal year 2025 includes $1.6 million of G5 Infrared sales of coating services and components. The remaining decrease of $1.4 million is primarily due to a decrease in sales against a large annual contract for Germanium-based products, which was not renewed in the second quarter of fiscal 2024. Due to the uncertainty surrounding the global Germanium supply, we decided to reduce the amount of optics we produce from Germanium, both to reduce our exposure to the risk of supply chain disruption, and more importantly, to work with customers to convert their systems to use optics made of our own BlackDiamond materials. We continue to work with this single customer, as well as other customers to convert their systems to use BlackDiamond optics. We continue to see growth in the number of customers making that transition, as well as the volume of demand for solutions made using our BlackDiamond materials to replace legacy Germanium systems. As a result, we continue to also add more manufacturing capacity for our BlackDiamond glass, to address the growing number of customers adopting the material. Disruptions in the Germanium supply continue to cause delays in fulfilling orders, and we are accepting fewer orders for Germanium-based products. The decrease in sales to this customer was partially offset by increases in sales of infrared components to several defense customers in the U.S. and in Europe.

Revenue from the visible components product group for fiscal year 2025 was $11.7 million, an increase of 4%, as compared to the prior fiscal year. The increase in revenue is primarily due to sales to defense customers, partially offset by decreases in sales through catalog and distribution channels in the U.S., as well as decreases in sales to commercial and medical customers. In the prior fiscal year, we saw a decrease in this product group, primarily driving by lower sales customers in Asia, however the demand seems to have stabilized.

Revenue from assemblies and modules for fiscal year 2025 was $8.0 million, an increase of $3.5 million, or 79%, as compared to the prior fiscal year. Fiscal 2025 includes $4.0 million of G5 Infrared sales of cameras and modules. The remaining decrease is due to an end of life order for a custom visible lens assembly which shipped complete in the first quarter of fiscal 2025. This decrease in visible lens assembly sales was partially offset by increased sales to an industrial customer which started shipping at volume in the third quarter of fiscal 2025.

Revenue from engineering services increased by $1.2 million for fiscal year 2025, as compared to the prior fiscal year. This increase was driven by Visimid’s contract with Lockheed Martin, as well as revenue from one of our space-related funded research contracts, where the timing and dollar value of deliverables is not always consistent, which causes revenue for this product group to fluctuate from period to period. Projects related to this product group are expected to drive sales growth in the other product groups over time, as these new products transition to from development and prototyping to production.

Inventory Levels.

We manage inventory levels to minimize investment in working capital but still have the flexibility to meet customer demand to a reasonable degree. We review our inventory for obsolete items quarterly. While the mix of inventory is an important factor, including adequate safety stocks of long lead-time materials, an important aggregate measure of inventory in all phases of production is the quarter’s ending inventory expressed as a number of days’ worth of the quarter’s cost of sales, also known as “days cost of sales in inventory,” or “DCSI.” It is calculated by dividing the quarter’s ending inventory by the quarter’s cost of goods sold, multiplied by 365 and divided by 4. Generally, a lower DCSI measure equates to a lesser investment in inventory, and, therefore, more efficient use of capital. The table below shows our DCSI for the immediately preceding eight fiscal quarters:

Fiscal Quarter | Ended | DCSI (days)
Q4-2025 | 6/30/2025 | 123
Q3-2025 | 3/31/2025 | 178
Q2-2025 | 12/31/2024 | 107
Q1-2025 | 9/30/2024 | 112
Fiscal Year 2025 Average | 130
Q4-2024 | 6/30/2024 | 98
Q3-2024 | 3/31/2024 | 98
Q2-2024 | 12/31/2023 | 133
Q1-2024 | 9/30/2023 | 119
Fiscal Year 2024 Average | 112

Our average DCSI for fiscal year 2025 was 130, compared to 112 for fiscal year 2024. The increase in average DCSI is driven by the is acquisition of G5 Infrared during the third quarter of fiscal 2025, which increase the inventory balance disproportionately to sales for that quarter. We expect DCSI to return to an average of 110 to 120 days.

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Accounts Receivable Levels and Quality.

Similarly, we manage our accounts receivable to minimize investment in working capital. We measure the quality of receivables by the proportions of the total that are at various increments past due from our normally extended terms, which are generally 30 days. The most important aggregate measure of accounts receivable is the quarter’s ending balance of net accounts receivable expressed as a number of days’ worth of the quarter’s net revenues, also known as “days sales outstanding,” or “DSO.” It is calculated by dividing the quarter’s ending net accounts receivable by the quarter’s net revenues, multiplied by 365 and divided by 4. Generally, a lower DSO measure equates to a lesser investment in accounts receivable and, therefore, more efficient use of capital. The table below shows our DSO for the preceding eight fiscal quarters:

Fiscal Quarter | Ended | DSO (days)
Q4-2025 | 6/30/2025 | 71
Q3-2025 | 3/31/2025 | 76
Q2-2025 | 12/31/2024 | 65
Q1-2025 | 9/30/2024 | 56
Fiscal Year 2025 Average | 67
Q4-2024 | 6/30/2024 | 52
Q3-2024 | 3/31/2024 | 55
Q2-2024 | 12/31/2023 | 59
Q1-2024 | 9/30/2023 | 57
Fiscal Year 2024 Average | 56

Our average DSO for fiscal year 2025 was 67, compared to 56 for fiscal year 2024. The increase in average DSO for fiscal year 2025 is due to the addition of G5 Infrared revenue, which had a higher concentration of shipments in the third month of the third and fourth fiscal quarters which drives the accounts receivable balance up disproportionately to sales. We strive to maintain a DSO of less than 60, which we did achieve during fiscal 2025, when calculated on a monthly basis.

Other Key Indicators.

Other key indicators include various operating metrics, some of which are qualitative and others are quantitative. These indicators change from time to time as the opportunities and challenges in the business change. They are mostly non-financial indicators, such as on time delivery trends, units of shippable output by major product line, production yield rates by major product line, and the output and yield data from significant intermediary manufacturing processes that support the production of the finished shippable product. These indicators can be used to calculate such other related indicators as fully-yielded unit production per-shift, which varies by the particular product and our state of automation in production of that product at any given time. Higher unit production per shift means lower unit cost, and, therefore, improved margins or improved ability to compete where desirable for price sensitive customer applications. The data from these reports is used to determine tactical operating actions and changes. Management also assesses business performance and makes business decisions regarding our operations using certain non-GAAP measures. These non-GAAP measures are described in more detail below under the heading “Non-GAAP Financial Measures”.

Non-GAAP Financial Measures

We report our historical results in accordance with GAAP; however, our management also assesses business performance and makes business decisions regarding our operations using certain non-GAAP financial measures. We believe these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition and results of operations computed in accordance with GAAP; however, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use.

EBITDA and Adjusted EBITDA.

EBITDA and Adjusted EBIDA are non-GAAP financial measures used by management, lenders, and certain investors as a supplemental measure in the evaluation of some aspects of a corporation’s financial position and core operating performance. Investors sometimes use EBITDA as it allows for some level of comparability of profitability trends between those businesses differing as to capital structure and capital intensity by removing the impacts of depreciation and amortization. EBITDA also does not include changes in major working capital items, such as receivables, inventory, and payables, which can also indicate a significant need for, or source of, cash. Since decisions regarding capital investment and financing and changes in working capital components can have a significant impact on cash flow, EBITDA is not a good indicator of a business’s cash flows. We use EBITDA for evaluating the relative underlying performance of our core operations and for planning purposes. We calculate EBITDA by adjusting net income to exclude net interest expense, income tax expense or benefit, depreciation, and amortization, thus the term “Earnings Before Interest, Taxes, Depreciation and Amortization” and the acronym “EBITDA.”

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We also calculate an adjusted EBITDA, which excludes: (1) stock compensation expenses; (2) the loss on extinguishment of debt; (3) the effect of the non-cash income or expense associated with the mark-to-market adjustments, related to the warrants; and (4) the effect of foreign exchange gains or losses. Management uses adjusted EBITDA to evaluate our underlying operating performance and for planning and forecasting future business operations.

The fair value of the warrants was re-measured each reporting period until the warrants were reclassified from liabilities to equity as a result of the action taken at a special meeting of the stockholders on June 16, 2025. The change in the fair value of the warrants was either recognized as a non-cash expense or non-cash income each reporting period from February 18, 2025, the date of issuance, through June 16, 2025, when the liability was reclassified to equity. The change in the fair value of the warrants was not impacted by our actual operations but was instead strongly tied to the change in the market value of our Class A Common Stock. Please refer to Note 8, Stockholders’ Equity, in the Notes to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information.

We believe EBITDA and Adjusted EBITDA are helpful for investors to better understand our underlying business operations. The following table adjusts net income to EBITDA and Adjusted EBITDA for the three months and year ended June 30, 2025 and 2024:

|  | (unaudited) |
|  | Three Months Ended June 30, |  |  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net loss |  | $ | (7,055,980 | ) |  | $ | (2,353,773 | ) |  | $ | (14,873,182 | ) |  | $ | (8,007,346 | )
Depreciation and amortization |  |  | 792,488 |  |  |  | 1,062,559 |  |  |  | 4,149,240 |  |  |  | 4,048,409 |
Income tax provision |  |  | (122,402 | ) |  |  | (53,912 | ) |  |  | 37,790 |  |  |  | 67,490 |
Interest expense |  |  | 312,967 |  |  |  | 42,814 |  |  |  | 1,118,213 |  |  |  | 191,862 |
EBITDA |  | $ | (6,072,927 | ) |  | $ | (1,302,312 | ) |  | $ | (9,567,939 | ) |  | $ | (3,699,585 | )
Stock-based compensation |  |  | 298,309 |  |  |  | 216,765 |  |  |  | 1,043,464 |  |  |  | 1,019,023 |
Loss on extinguishment of debt |  |  | — |  |  |  | — |  |  |  | 418,502 |  |  |  | — |
Change in fair value of warrant liability |  |  | 2,224,270 |  |  |  | — |  |  |  | 1,353,716 |  |  |  | — |
Change in fair value of acquisition liabilities |  |  | 1,430,000 |  |  |  | — |  |  |  | 1,560,445 |  |  |  | — |
Foreign exchange (gain) loss |  |  | 141,583 |  |  |  | (31,876 | ) |  |  | 129,882 |  |  |  | (72,741 | )
Adjusted EBITDA |  | $ | (1,978,765 | ) |  | $ | (1,117,423 | ) |  | $ | (5,061,930 | ) |  | $ | (2,753,303 | )
% of revenue |  |  | -16 | % |  |  | -13 | % |  |  | -14 | % |  |  | -9 | %

Our adjusted EBITDA for the quarter ended June 30, 2025 was a loss of approximately $2.0 million, compared to a loss of $1.1 million for the same period of the prior fiscal year. The decrease in adjusted EBITDA in the fourth quarter of fiscal year 2025 is primarily attributable to higher SG&A, including non-recurring costs related to the acquisition of G5 Infrared, and new product development expenses, partially offset by the increase in gross margin.

Our adjusted EBITDA for fiscal year 2025 was a loss of approximately $5.1 million, compared to a loss of $2.8 million for fiscal year 2024. The decrease in adjusted EBITDA for fiscal year 2025 is primarily attributable to higher SG&A, including non-recurring costs of approximately $1.5 million related to the acquisition of G5 Infrared, an increase of $1.0 million as compared to prior fiscal year, as we began incurring costs related to this acquisition in the second half of fiscal year 2024, and higher new product development expenses, partially offset by the increase in gross margin.

Off Balance Sheet Arrangements

We do not engage in any activities involving variable interest entities or off balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of income and expense during the reporting periods presented. Our critical estimates include the allowance for trade receivables, which is made up of allowances for credit losses, allowances for obsolete inventory, valuation of compensation expense on stock-based awards and accounting for income taxes. Although we believe that these estimates are reasonable, actual results could differ from those estimates given a change in conditions or assumptions that have been consistently applied. We also have other policies that we consider key accounting policies, such as our policy for revenue recognition, however, the application of these policies does not require us to make significant estimates or judgments that are difficult or subjective.

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Management has discussed the selection of critical accounting policies and estimates with our Board, and the Board has reviewed our disclosure relating to critical accounting policies and estimates in this Annual Report on Form 10-K. The critical accounting policies used by management and the methodology for its estimates and assumptions are as follows:

Inventory obsolescence allowance is calculated by reserving 100% for items that have not been sold in two years or that have not been purchased in two years. These items, as identified, are allowed for at 100%, as well as allowing 50% for other items deemed to be slow moving within the last twelve months and allowing 25% for items deemed to have low material usage within the last six months. Items of which we have excess supply are also reserved at 25% to 100%, depending on usage rates. The parts identified are adjusted for recent order and quote activity to determine the final inventory allowance. To date, our actual results have been materially consistent with our estimates, and we expect such estimates to continue to be materially consistent in the future.

Revenue is generally recognized upon transfer of control, including the risks and rewards of ownership, of products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The performance obligations for the sale of optical components and assemblies are satisfied at a point in time. We generally bear all costs, risk of loss, or damage and retain title to the goods up to the point of transfer of control of products to customers. Shipping and handling costs are included in the cost of goods sold. Revenues from product development agreements are recognized as performance obligations are met in accordance with the terms of the agreements and upon transfer of control of products, reports or designs to the customer. Product development agreements are generally short term in nature, with revenue recognized upon satisfaction of the performance obligation, and transfer of control of the agreed-upon deliverable. Invoiced amounts for VAT related to sales are posted to the balance sheet and are not included in revenue.

Stock-based compensation is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period. We estimate the fair value of each stock option as of the date of grant using the Black-Scholes-Merton pricing model. Our directors, officers, and key employees were granted stock-based compensation through our Amended and Restated Omnibus Incentive Plan, as amended (the “Omnibus Plan”), through October 2018 and after that date, the 2018 Stock and Incentive Compensation Plan (the “SICP”). Most options granted under the Omnibus Plan and the SICP vest ratably over two to four years and generally have ten-year contract lives. The volatility rate is based on four-year historical trends in common stock closing prices and the expected term was determined based primarily on historical experience of previously outstanding options. The interest rate used is the U.S. Treasury interest rate for constant maturities. The likelihood of meeting targets for option grants that are performance based are evaluated each quarter. If it is determined that meeting the targets is probable, then the compensation expense will be amortized over the remaining vesting period. As of June 30, 2025, there are no outstanding option grants with performance-based vesting criteria.

Goodwill and amortizable intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods. Purchased intangible assets other than goodwill are amortized over their useful lives unless these lives are determined to be indefinite. Purchased intangible assets are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally two to fifteen years. We periodically reassess the useful lives of intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Amortizable intangible assets consist primarily of customer relationships, know-how/trade secrets and tradenames. They are generally valued as the present value of estimated cash flows expected to be generated from the asset using a risk-adjusted discount rate. When determining the fair value of our intangible assets, estimates and assumptions about future expected revenue and remaining useful lives are used. Goodwill and intangible assets are tested for impairment on an annual basis and during the period between annual tests if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

We assess the qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the goodwill impairment analysis. If we determine that it is more likely than not that its fair value is less than its carrying amount, then the goodwill impairment test is performed. The fair value of the reporting unit is compared to its carrying amount, and if the carrying amount exceeds its fair value, then an impairment charge would be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, up to the total amount of goodwill allocated to that reporting unit.

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Accounting for income taxes requires estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of the recognition of revenue and expense for tax and financial statement purposes. We assessed the likelihood of the realization of deferred tax assets and concluded that a valuation allowance is needed to reserve the amount of the deferred tax assets that may not be realized due to the uncertainty of the timing and amount of taxable income in certain jurisdictions. In reaching our conclusion, we evaluated certain relevant criteria, including the amount of pre-tax income generated during the current and prior two years, as adjusted for non-recurring items, the existence of deferred tax liabilities that can be used to realize deferred tax assets, the taxable income in prior carryback years in the impacted jurisdictions that can be used to absorb net operating losses and taxable income in future years. Our judgments regarding future profitability may change due to future market conditions, changes in U.S. or international tax laws and other factors. These changes, if any, may require material adjustments to these deferred tax assets, resulting in a reduction in net income or an increase in net loss in the period when such determinations are made, which, in turn, may result in an increase or decrease to our tax provision in a subsequent period.

In the ordinary course of global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of cost reimbursement and royalty arrangements among related entities, which could impact our income or loss in each jurisdiction in which we operate. Although we believe our estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our historical income tax provisions and accruals. In the event our assumptions are incorrect, the differences could have a material impact on our income tax provision and operating results in the period in which such determination is made. In addition to the factors described above, our current and expected effective tax rate is based on then-current tax law. Significant changes during the year in enacted tax law could affect these estimates.

Impact of recently issued accounting pronouncements that have recently been issued but have not yet been implemented by us are described in Note 2, Summary of Significant Accounting Policies, to the Notes to the Consolidated Financial Statements to this Annual Report on Form 10-K, which describes the potential impact that these pronouncements are expected to have on our financial condition, results of operations and cash flows.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a Smaller Reporting Company as defined in Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations with respect to this item and therefore are not required to provide the information requested by this Item 7A.

Item 8. Financial Statements and Supplementary Data.

The information required by this Item is incorporated herein by reference to the consolidated financial statements and supplementary data set forth in Item 15. Exhibits, Financial Statement Schedules of Part IV of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the fiscal year ended June 30, 2025, we carried out an evaluation, under the supervision and with the participation of members of our management, including our CEO and our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. Our CEO and our CFO have concluded, based on their evaluation, that as of June 30, 2025, our disclosure controls and procedures were effective at the end of the fiscal year to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit with the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

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Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over financial reporting based on the Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the results of this assessment, our management concluded that our internal control over financial reporting was effective as of June 30, 2025 based on such criteria. In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Management’s assessment of the effectiveness of our internal control over financial reporting as of June 30, 2025, excludes the internal controls of G5 Infrared, LLC, which was acquired on February 18, 2025. The acquired business represented approximately 14% of our total assets, excluding goodwill and intangible assets, 16% of our revenue, and 5% of our net loss as of and for the fiscal year ended June 30, 2025. Management is in the process of integrating and standardizing processes for G5 Infrared to conform to LightPath’s control framework.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within LightPath have been prevented or detected. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Auditor’s Report on Internal Control over Financial Reporting

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

Changes in Internal Controls over Financial Reporting

There have not been any significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

| (b) | During the three months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2026 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2025.

Item 11. Executive Compensation.

The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2026 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2025.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2026 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2025, with the exception of those items listed below.

Securities Authorized for Issuance Under Equity Compensation Plans.

The following table sets forth information with respect to compensation plans under which our equity securities are authorized for issuance as of the end of fiscal year 2025:

Plan category |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights |  |  | Weighted average exercise and grant price of outstanding options, warrants and rights |  |  | Number of securities remaining available for future issuance |
Equity compensation plans approved by security holders |  |  | 1,923,484 |  |  | $ | 1.82 |  |  |  | 4,184,925 |
Equity compensation plans not approved by security holders |  |  | — |  |  |  | — |  |  |  | — |

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2026 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2025.

Item 14. Principal Accountant Fees and Services.

The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2026 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2025.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as part of this Annual Report on Form 10-K:

| (1) | Financial Statements – See Index on page F-1 of this report
| (2) | Financial Statement Schedules – None

(b) The following exhibits are filed or furnished, as applicable, herewith as a part of this report

Exhibit Number |  | Description
3.1.1 |  | Certificate of Incorporation of LightPath Technologies, Inc., filed June 15, 1992 with the Secretary of State of Delaware, which was filed as Exhibit 3.1.1 to our Annual Report on Form 10-K (File No. 000-25748) filed with the Securities and Exchange Commission on September 10, 2020, and is incorporated herein by reference thereto.
3.1.2 |  | Certificate of Amendment to Certificate of Incorporation of LightPath Technologies, Inc., filed October 2, 1995 with the Secretary of State of Delaware, which was filed as exhibit 3.1.2 to our Annual Report on Form 10-K (File No. 000-25748) filed with the Securities and Exchange Commission on September 10, 2020, and is incorporated herein by reference thereto.
3.1.3 |  | Certificate of Designations of Class A common stock and Class E-1 common stock, Class E-2 common stock, and Class E-3 common stock of LightPath Technologies, Inc., filed November 9, 1995 with the Secretary of State of Delaware, which was filed as Exhibit 3.1.3 to our Annual Report on Form 10-K (File No. 000-25748) filed with the Securities and Exchange Commission on September 10, 2020, and is incorporated herein by reference thereto.
3.1.4 |  | Certificate of Designation of Series A Preferred Stock of LightPath Technologies, Inc., filed July 9, 1997 with the Secretary of State of Delaware, which was filed as Exhibit 3.4 to our Annual Report on Form 10-KSB40 filed with the Securities and Exchange Commission on September 11, 1997, and is incorporated herein by reference thereto.
3.1.5 |  | Certificate of Designation of Series B Stock of LightPath Technologies, Inc., filed October 2, 1997 with the Secretary of State of Delaware, which was filed as Exhibit 3.2 to our Quarterly Report on Form 10-QSB (File No. 000-27548) filed with the Securities and Exchange Commission on November 14, 1997, and is incorporated herein by reference thereto.
3.1.6 |  | Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed November 12, 1997 with the Secretary of State of Delaware, which was filed as Exhibit 3.1 to our Quarterly Report on Form 10-QSB (File No. 000-27548) filed with the Securities and Exchange Commission on November 14, 1997, and is incorporated herein by reference thereto.
3.1.7 |  | Certificate of Designation of Series C Preferred Stock of LightPath Technologies, Inc., filed February 6, 1998 with the Secretary of State of Delaware, which was filed as Exhibit 3.2 to our Registration Statement on Form S-3 (File No. 333-47905) filed with the Securities and Exchange Commission on March 13, 1998, and is incorporated herein by reference thereto.
3.1.8 |  | Certificate of Designation, Preferences and Rights of Series D Participating Preferred Stock of LightPath Technologies, Inc. filed April 29, 1998 with the Secretary of State of Delaware, which was filed as Exhibit 1 to our Registration Statement on Form 8-A (File No. 000-27548) filed with the Securities and Exchange Commission on April 28, 1998, and is incorporated herein by reference thereto.
3.1.9 |  | Certificate of Designation of Series F Preferred Stock of LightPath Technologies, Inc., filed November 2, 1999 with the Secretary of State of Delaware, which was filed as Exhibit 3.2 to our Registration Statement on Form S-3 (File No: 333-94303) filed with the Securities and Exchange Commission on January 10, 2000, and is incorporated herein by reference thereto.
3.1.10 |  | Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed February 28, 2003 with the Secretary of State of Delaware, which was filed as Appendix A to our Proxy Statement (File No. 000-27548) filed with the Securities and Exchange Commission on January 24, 2003, and is incorporated herein by reference thereto.
3.1.11 |  | Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed March 1, 2016 with the Secretary of State of Delaware, which was filed as Exhibit 3.1.11 to our Quarterly Report on Form 10-Q (File No: 000-27548) filed with the Securities and Exchange Commission on November 14, 2016, and is incorporated herein by reference thereto.
3.1.12 |  | Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed October 30, 2017 with the Secretary of State of Delaware, which was filed as Exhibit 3.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on October 31, 2017, and is incorporated herein by reference thereto.
3.1.13 |  | Certificate of Amendment of Certificate of Designations of Class A Common Stock and Class E-1 Common Stock, Class E-2 Common Stock, and Class E-3 Common Stock of LightPath Technologies, Inc., filed October 30, 2017 with the Secretary of State of Delaware, which was filed as Exhibit 3.2 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on October 31, 2017, and is incorporated herein by reference thereto.
3.1.14 |  | Certificate of Amendment of Certificate of Designation, Preferences and Rights of Series D Participating Preferred Stock of LightPath Technologies, Inc., filed January 30, 2018 with the Secretary of State of Delaware, which was filed as Exhibit 3.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on February 1, 2018, and is incorporated herein by references thereto.
3.1.15 |  | Certificate of Designation, Preferences and Rights of Series G Convertible Preferred Stock of LightPath Technologies, Inc., filed February 14, 2025 with the Secretary of State of Delaware, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by references thereto.
3.2.1 |  | Second Amended and Restated Bylaws of LightPath Technologies, Inc., which was filed as Exhibit 3.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on February 2, 2021, and is incorporated herein by reference thereto.

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4.1 |  | Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended.*
4.2 |  | Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 13, 2025)
4.3 |  | Form of Note (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 13, 2025)
10.1 |  | Amended and Restated Omnibus Incentive Plan dated October 15, 2002, as amended, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on October 31, 2017, and is incorporated herein by reference thereto.
10.2 |  | LightPath Technologies, Inc. Employee Stock Purchase Plan effective January 30, 2015, which was filed as Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.: 000-27548) filed with the Securities and Exchange Commission on December 19, 2014, and is incorporated herein by reference thereto.
10.3 |  | Sixth Amendment to Lease dated as of July 2, 2014 between LightPath Technologies, Inc. and Challenger Discovery LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on July 8, 2014, and is incorporated herein by reference thereto.
10.4 |  | Lease dated April 20, 2018, by and between LightPath Technologies, Inc. and CIO University Tech, LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on April 26, 2018, and is incorporated herein by reference thereto.
10.5 |  | First Amendment to Lease, dated January 9, 2019, by and between LightPath Technologies, Inc. and CIO University Tech, LLC, which was filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No.: 000-27548) filed with the Securities and Exchange Commission on February 7, 2019, and is incorporated herein by reference thereto.
10.6 |  | LightPath Technologies, Inc. 2018 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on November 19, 2018, and is incorporated herein by reference thereto.
10.7 |  | Employment Agreement between LightPath Technologies, Inc. and Mr. Sam Rubin, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on February 28, 2020, and is incorporated herein by reference thereto. †
10.8 |  | Employment Agreement between LightPath Technologies, Inc. and Mr. Albert Miranda, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on April 22, 2021, and is incorporated herein by reference thereto. †
10.9 |  | Eighth Amendment to Lease Agreement between LightPath Technologies, Inc. and Challenger-Discovery, LLC which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on May 17, 2021, and is incorporated herein by reference thereto.
10.10 |  | Ninth Amendment to Lease dated as of September 21, 2021, between LightPath Technologies, Inc. and Challenger Discovery LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on September 27, 2021, and is incorporated herein by reference thereto.
10.11 |  | Investor Relations Consulting Agreement, dated April 11, 2022, by and between LightPath Technologies, Inc. and MZHCI, LLC, which was filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No: 000-27548) filed with the Securities and Exchange Commission on May 12, 2022, and is incorporated herein by reference thereto.
10.12 |  | Form of Securities Purchase Agreement, dated as of January 12, 2023, between the Company and each purchaser named in the signature pages thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on January 12, 2023, and is incorporated herein by reference thereto.
10.13 |  | Bridge Note dated August 6, 2024 by LightPath Technologies, Inc. in favor of Lytton-Kambara Foundation which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on August 12, 2024, and is incorporated herein by reference thereto.
10.14 |  | Membership Interest Purchase Agreement, dated February 13, 2025, by and among LightPath Technologies, Inc., G5 Infrared, LLC, the members of G5 Infrared, LLC, and Kenneth R. Greenslade, solely in his capacity as Sellers’ Representative filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto..

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10.15 |  | Securities Purchase Agreement, dated February 13, 2025, by and among LightPath Technologies, Inc. and the investors listed on the Schedule of Buyers attached thereto filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto.
10.16 |  | Registration Rights Agreement, dated February 13, 2025, by and among LightPath Technologies, Inc. and each of the several purchasers signatory thereto filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto.
10.17 |  | Securities Purchase Agreement, dated February 13, 2025, by and between LightPath Technologies, Inc. and Lytton-Kambara Foundation filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto.
10.18 |  | First Amendment to Membership Interest Purchase Agreement, dated February 19, 2025, by and between LightPath Technologies, Inc. and Kenneth R. Greenslade, as Sellers’ Representative on behalf of the Sellers filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto.
10.19 |  | Amendment No. 1 to the LightPath Technologies, Inc. 2018 Stock and Incentive Compensation Plan filed as Appendix A with the Securities and Exchange Commission on May 2, 2025, and is incorporated herein by reference thereto.
10.20 |  | LightPath Technologies, Inc. 2025 Employee Stock Purchase Plan filed as Appendix B with the Securities and Exchange Commission on May 2, 2025, and is incorporated herein by reference thereto.
14.1 |  | Code of Business Conduct and Ethics, which was filed as Exhibit 14.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on May 3, 2016, and is incorporated herein by reference thereto.
14.2 |  | Code of Business Conduct and Ethics for Senior Financial Officers, which was filed as Exhibit 14.2 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on May 3, 2016, and is incorporated herein by reference thereto.
19.1 |  | Guide for Trading in Securities, which was filed as Exhibit 19.1 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 19, 2024, and is incorporated herein by reference thereto.
21.1 |  | Subsidiaries of the Registrant.*
23.1 |  | Consent of BDO USA, P.C.*
23.2 |  | Consent of MSL, P.A.*
31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code.**
32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code.**
97.1 |  | Clawback Policy, which was filed as Exhibit 97.1 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 19, 2024, and is incorporated herein by reference thereto.

101.INS |  | XBRL Instance Document*
101.SCH |  | XBRL Taxonomy Extension Schema Document*
101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document*
101.PRE |  | XBRL Taxonomy Presentation Linkbase Document*
104 |  | The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, formatted in iXBRL.

† Management contract or compensatory plan or arrangement.

*filed herewith

**furnished herewith.

Item 16. Form 10-K Summary.

None.

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LightPath Technologies, Inc.

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm – BDO USA, P.C. |  | F-2 |
Report of Independent Registered Public Accounting Firm – MSL, P.A. |  | F-5 |
Consolidated Financial Statements: |  |  |
Consolidated Balance Sheets as of June 30, 2025 and 2024 |  | F-6 |
Consolidated Statements of Comprehensive Income (Loss) for the years ended June 30, 2025 and 2024 |  | F-7 |
Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, 2025 and 2024 |  | F-8 |
Consolidated Statements of Cash Flows for the years ended June 30, 2025 and 2024 |  | F-9 |
Notes to Consolidated Financial Statements |  | F-10 |

F-1
Table of Contents

Report of Independent Registered Public Accounting Firm

Stockholders and Board of Directors

LightPath Technologies, Inc.

Orlando, FL

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of LightPath Technologies, Inc. (the “Company”) as of June 30, 2025, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “Consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited the adjustments to the 2024 consolidated financial statements to retrospectively apply the change in accounting due to the adoption of Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, as discussed in Notes 2 and 17. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2024 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 consolidated financial statements taken as a whole.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Acquisition Financing

As described in Note 8 to the consolidated financial statements, the Company entered into a series of agreements to issue the Acquisition Notes, Class A Common Stock, Series G Convertible Preferred Stock, and Warrants to purchase Class A Common Stock (the “Acquisition Financing”), on February 13, 2025, for gross proceeds of $32.2 million. Management developed estimates of the fair value of each of the financial instruments at date of issuance and remeasured certain Warrants on June 16, 2025, when they were reclassified from liabilities to equity. The Warrants were valued using the Black-Scholes-Merton pricing model. The Acquisition Notes were valued using several Binomial Lattice Models. The valuation models include various assumptions, including discount rates and expected volatility.

F-2
Table of Contents

We identified the valuation of the Warrants and the Acquisition Notes issued as part of the Acquisition Financing as a critical audit matter. Estimating the fair value of these financial instruments at the date of issuance and remeasurement of the Warrants used valuation models and required management to make assumptions related to the discount rate and expected volatility. Auditing these judgments required especially subjective and challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

| · | Utilizing personnel with specialized knowledge and skills in valuation to assist in: (i) assessing the appropriateness of the methodologies used in estimating the fair values of these financial instruments, and (ii) evaluating the reasonableness of the discount rate and expected volatility by developing independent estimates using market data.

Valuation of Certain Intangible Assets Acquired – G5 Infrared, LLC

As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of G5 Infrared, LLC (“G5 Infrared”) on February 18, 2025, for total consideration transferred of $27.1 million. The Company accounted for the acquisition under the acquisition method of accounting for business combinations. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including identifiable intangible assets totaling $13.4 million, comprised of tradenames, know-how, and customer relationships intangible assets. The Company estimated the fair value of the intangible assets using income-based approaches, which required judgement to estimate appropriate discount rates, revenue forecasts, royalty rates related to tradenames and know-how intangible assets, and profitability assumptions related to customer relationships.

We identified the fair value of the tradenames, know-how, and customer relationships acquired in the G5 Infrared business combination as a critical audit matter. Estimating the fair value of these intangible assets acquired required management to make subjective estimates and assumptions related to the revenue forecasts, discount rates, and royalty rates. Auditing these judgments required especially subjective and challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical matter included:

| · | Testing the reasonableness of the revenue forecasts by comparing to historical results and the forecasts of peer companies.
| · | Utilizing personnel with specialized knowledge and skills in valuation to assist in evaluating the reasonableness of the discount rates, by developing independent estimates using market data, and royalty rates by (i) evaluating management’s profit-split analysis and (ii) comparing them to a range based on publicly available royalty rates.

Valuation of Earnout Liability

As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of G5 Infrared, LLC on February 18, 2025, for total consideration transferred of $27.1 million. The consideration transferred included additional earnout payments of up to $23 million based on the achievement of certain minimum EBITDA and revenue targets and was recognized at an estimated fair value as of February 18, 2025 of $3.5 million. The earnout liability is considered contingent consideration and is accounted for as a liability initially measured at fair value, with changes during each reporting period recognized in earnings. The fair value of the earnout liability is calculated using a Monte Carlo valuation method, which involves assumptions of revenue and EBITDA forecasts, discount rates and revenue volatility. The fair value of the earnout was determined to be $5.0 million as of June 30, 2025.

We identified the valuation of the earnout liability as a critical audit matter. The fair value of the earnout liability utilized a Monte Carlo simulation, which is a complex valuation model and required certain subjective estimates and assumptions related to revenue forecasts, discount rates and revenue volatility. Auditing the Monte Carlo simulation and these assumptions involved especially subjective and complex auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

F-3
Table of Contents

The primary procedures we performed to address this critical audit matter included:

| · | Testing the reasonableness of the revenue forecasts by comparing the projections to historical results and the forecasts of peer companies.
| · | Utilizing personnel with specialized knowledge and skills in valuation to assist in evaluating the appropriateness of the Company’s methodology used in estimating the fair value and the reasonableness of the discount rates and revenue volatility, by developing independent estimates using market data.

Classification of Warrants and Series G Convertible Preferred Stock

As described in Note 8 to the consolidated financial statements, the Company entered into a series of agreements to issue approximately 24,956 shares of Series G Convertible Preferred Stock, Series G Purchasers Warrants to purchase an aggregate of 4,352,774 shares of Common Stock, and Class A Purchasers Warrants to purchase an aggregate of 170,697 shares of Common Stock. At issuance, the Series G Convertible Preferred Stock was classified as mezzanine equity, the Class A Purchasers Warrants were classified as equity, and the Series G Purchasers Warrants were classified as liabilities. On June 16, 2025, the Series G Purchasers Warrants were reclassified from liabilities to equity.

We identified the evaluation of the financial statement classification of the Series G Convertible Preferred Stock, Series G Purchasers Warrants, and Class A Purchasers Warrants as a critical audit matter. Auditing the Company’s evaluation of certain provisions within the relevant agreements for the assessment of the financial statement classification for these financial instruments involved especially complex auditor judgments, including the extent of effort and expertise needed.

The primary procedures we performed to address this critical audit matter included:

| · | Utilizing firm personnel with expertise in the relevant technical accounting to assist in (i) evaluating relevant terms of the relevant agreements in relation to the appropriate accounting literature, and (ii) assessing the appropriateness of conclusions reached by the Company.

/s/ BDO USA, P.C.

We have served as the Company's auditor since 2025.

Troy, MI

Auditor Firm ID 243

September 25, 2025

F-4
Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of LightPath Technologies, Inc.

Opinion on the Consolidated Financial Statements

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Notes 2 and 17, the accompanying consolidated balance sheet of LightPath Technologies, Inc. (the “Company”) as of June 30, 2024, and the related consolidated statement of comprehensive income (loss), changes in stockholders’ equity, and cash flows for the year then ended. In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting described in Notes 2 and 17, present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and the results of its operations and its cash flows for the year ended June 30, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. Federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor from 2017 to 2024.

/s/ MSL, P.A.

Orlando, Florida

September 19, 2024

F-5
Table of Contents

LIGHTPATH TECHNOLOGIES, INC.
Consolidated Balance Sheets

|  | June 30, |  |  | June 30, |
Assets |  | 2025 |  |  | 2024 |
Current assets: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 4,877,036 |  |  | $ | 3,480,268 |
Trade accounts receivable, net of allowance of $24,495 and $25,676 |  |  | 9,455,310 |  |  |  | 4,928,931 |
Inventories, net |  |  | 12,858,838 |  |  |  | 6,551,059 |
Prepaid expenses and deposits |  |  | 1,142,661 |  |  |  | 445,900 |
Other current assets |  |  | 40,150 |  |  |  | 131,177 |
Total current assets |  |  | 28,373,995 |  |  |  | 15,537,335 |
Property and equipment, net |  |  | 15,864,061 |  |  |  | 15,210,612 |
Operating lease right-of-use assets |  |  | 7,429,378 |  |  |  | 6,741,549 |
Intangible assets, net |  |  | 15,987,923 |  |  |  | 3,650,739 |
Goodwill |  |  | 13,753,921 |  |  |  | 6,764,127 |
Deferred tax assets, net |  |  | 22,571 |  |  |  | 123,000 |
Other assets |  |  | 73,917 |  |  |  | 59,602 |
Total assets |  | $ | 81,505,766 |  |  | $ | 48,086,964 |
Liabilities and Stockholders’ Equity |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Accounts payable |  | $ | 7,421,430 |  |  | $ | 3,231,713 |
Accrued liabilities |  |  | 5,686,396 |  |  |  | 1,911,867 |
Accrued payroll and benefits |  |  | 2,359,152 |  |  |  | 1,446,452 |
Operating lease liabilities, current |  |  | 1,254,062 |  |  |  | 1,059,998 |
Loans payable, current portion |  |  | 172,567 |  |  |  | 209,170 |
Finance lease obligation, current portion |  |  | 206,518 |  |  |  | 177,148 |
Total current liabilities |  |  | 17,100,125 |  |  |  | 8,036,348 |
Deferred tax liabilities, net |  |  | 152,760 |  |  |  | 326,197 |
Accrued liabilities, noncurrent |  |  | 823,000 |  |  |  | 611,619 |
Finance lease obligation, less current portion |  |  | 421,363 |  |  |  | 528,753 |
Operating lease liabilities, noncurrent |  |  | 8,326,250 |  |  |  | 8,058,502 |
Loans payable, less current portion |  |  | 4,804,990 |  |  |  | 325,880 |
Total liabilities |  |  | 31,628,488 |  |  |  | 17,887,299 |
Commitments and Contingencies - Note 15 |  |  |  |  |  |  |  |
Series G Convertible Preferred Stock; $0.01 par value; 44,000 shares authorized; 24,956 shares issued and outstanding |  | $ | 34,232,510 |  |  |  | — |
Stockholders’ equity: |  |  |  |  |  |  |  |
Preferred stock: Series D, $0.01 par value, voting; 500,000 shares authorized; none issued and outstanding |  |  | — |  |  |  | — |
Common stock: Class A, $0.01 par value, voting; 94,500,000 shares authorized; 42,949,307 and 39,254,643 shares issued and outstanding |  |  | 429,493 |  |  |  | 392,546 |
Additional paid-in capital |  |  | 244,953,346 |  |  |  | 245,140,758 |
Accumulated other comprehensive income |  |  | 978,686 |  |  |  | 509,936 |
Accumulated deficit |  |  | (230,716,757 | ) |  |  | (215,843,575 | )
Total stockholders’ equity |  |  | 15,644,768 |  |  |  | 30,199,665 |
Total liabilities, convertible preferred stock and stockholders’ equity |  | $ | 81,505,766 |  |  | $ | 48,086,964 |

The accompanying notes are an integral part of these consolidated financial statements.

F-6
Table of Contents

LIGHTPATH TECHNOLOGIES, INC.
Consolidated Statements of Comprehensive Income (Loss)
|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Revenue, net |  | $ | 37,202,630 |  |  | $ | 31,726,192 |
Cost of sales |  |  | 27,072,516 |  |  |  | 23,094,946 |
Gross profit |  |  | 10,130,114 |  |  |  | 8,631,246 |
Operating expenses: |  |  |  |  |  |  |  |
Selling, general and administrative |  |  | 15,814,627 |  |  |  | 12,297,383 |
New product development |  |  | 3,063,772 |  |  |  | 2,400,420 |
Amortization of intangible assets |  |  | 1,414,817 |  |  |  | 1,635,523 |
Change in fair value of acquisition liabilities |  |  | 1,560,445 |  |  |  | — |
Loss on disposal of property and equipment |  |  | 99,334 |  |  |  | 124,584 |
Total operating expenses |  |  | 21,952,995 |  |  |  | 16,457,910 |
Operating loss |  |  | (11,822,881 | ) |  |  | (7,826,664 | )
Other income (expense): |  |  |  |  |  |  |  |
Interest expense, net |  |  | (1,118,213 | ) |  |  | (191,862 | )
Loss on extinguishment of debt |  |  | (418,502 | ) |  |  | — |
Change in fair value of warrant liability |  |  | (1,353,716 | ) |  |  | — |
Other income (expense), net |  |  | (122,080 | ) |  |  | 78,670 |
Total other income (expense), net |  |  | (3,012,511 | ) |  |  | (113,192 | )
Loss before income taxes |  |  | (14,835,392 | ) |  |  | (7,939,856 | )
Income tax provision |  |  | 37,790 |  |  |  | 67,490 |
Net loss |  | $ | (14,873,182 | ) |  | $ | (8,007,346 | )
Foreign currency translation adjustment |  |  | 468,750 |  |  |  | (96,600 | )
Comprehensive loss |  | $ | (14,404,432 | ) |  | $ | (8,103,946 | )
Loss per common share (basic) |  | $ | (0.36 | ) |  | $ | (0.21 | )
Number of shares used in per share calculation (basic) |  |  | 40,874,068 |  |  |  | 37,944,935 |
Loss per common share (diluted) |  | $ | (0.36 | ) |  | $ | (0.21 | )
Number of shares used in per share calculation (diluted) |  |  | 40,874,068 |  |  |  | 37,944,935 |

The accompanying notes are an integral part of these consolidated financial statements.

F-7
Table of Contents

LIGHTPATH TECHNOLOGIES, INC.
Consolidated Statements of Changes in Stockholders' Equity
|  | Temporary Equity |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |  |  |  |  |  |
|  | Series G Convertible |  |  | Class A |  |  | Additional |  |  | Other |  |  |  |  |  | Total |
|  | Preferred Stock |  |  | Common Stock |  |  | Paid-in |  |  | Comprehensive |  |  | Accumulated |  |  | Stockholders’ |
|  | Shares |  |  | Amount |  |  | Shares |  |  | Amount |  |  | Capital |  |  | Income |  |  | Deficit |  |  | Equity |
Balances at June 30, 2023 |  |  | — |  |  |  | — |  |  |  | 37,344,739 |  |  | $ | 373,447 |  |  | $ | 242,808,771 |  |  | $ | 606,536 |  |  | $ | (207,836,229 | ) |  | $ | 35,952,525 |
Issuance of common stock for: |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Employee Stock Purchase Plan |  |  | — |  |  |  | — |  |  |  | 30,447 |  |  |  | 304 |  |  |  | 39,373 |  |  |  | — |  |  |  | — |  |  |  | 39,677 |
Exercise of stock options, RSUs & RSAs, net |  |  | — |  |  |  | — |  |  |  | 945,188 |  |  |  | 9,452 |  |  |  | (9,452 | ) |  |  | — |  |  |  | — |  |  |  | — |
Issuance of common stock under public equity placement |  |  | — |  |  |  | — |  |  |  | 585,483 |  |  |  | 5,855 |  |  |  | 800,477 |  |  |  | — |  |  |  | — |  |  |  | 806,332 |
Issuance of common stock for acquisition of Visimid |  |  | — |  |  |  | — |  |  |  | 348,786 |  |  |  | 3,488 |  |  |  | 482,566 |  |  |  | — |  |  |  | — |  |  |  | 486,054 |
Stock-based compensation on stock options, RSUs & RSAs |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,019,023 |  |  |  | — |  |  |  | — |  |  |  | 1,019,023 |
Foreign currency translation adjustment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (96,600 | ) |  |  | — |  |  |  | (96,600 | )
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (8,007,346 | ) |  |  | (8,007,346 | )
Balances at June 30, 2024 |  |  | — |  |  |  | — |  |  |  | 39,254,643 |  |  |  | 392,546 |  |  |  | 245,140,758 |  |  |  | 509,936 |  |  |  | (215,843,575 | ) |  |  | 30,199,665 |
Issuance of preferred stock under private equity placement, net of fees |  |  | 24,956 |  |  |  | 19,481,376 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Issuance of common stock for: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Employee Stock Purchase Plan |  |  | — |  |  |  | — |  |  |  | 9,369 |  |  |  | 93 |  |  |  | 14,292 |  |  |  | — |  |  |  | — |  |  |  | 14,385 |
Exercise of stock options, RSUs & RSAs, net |  |  | — |  |  |  | — |  |  |  | 593,791 |  |  |  | 5,938 |  |  |  | (2,763 | ) |  |  | — |  |  |  | — |  |  |  | 3,175 |
Shares issued as compensation |  |  | — |  |  |  | — |  |  |  | 49,000 |  |  |  | 490 |  |  |  | 89,180 |  |  |  | — |  |  |  | — |  |  |  | 89,670 |
Issuance of common stock for acquisition of Visimid |  |  | — |  |  |  | — |  |  |  | 382,253 |  |  |  | 3,823 |  |  |  | 710,123 |  |  |  | — |  |  |  | — |  |  |  | 713,946 |
Issuance of common stock for acquisition of G5 |  |  | — |  |  |  | — |  |  |  | 1,972,501 |  |  |  | 19,725 |  |  |  | 4,852,343 |  |  |  | — |  |  |  | — |  |  |  | 4,872,068 |
Issuance of common stock under private equity placement, net of fees |  |  | — |  |  |  | — |  |  |  | 687,750 |  |  |  | 6,878 |  |  |  | 1,584,014 |  |  |  | — |  |  |  | — |  |  |  | 1,590,892 |
Issuance of warrants under private equity placement, net of fees |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 177,445 |  |  |  | — |  |  |  | — |  |  |  | 177,445 |
Preferred cumulative dividends plus accretion |  |  | — |  |  |  | 14,751,134 |  |  |  | — |  |  |  | — |  |  |  | (14,751,134 | ) |  |  | — |  |  |  | — |  |  |  | (14,751,134 | )
Stock-based compensation on stock options, RSUs & RSAs |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 953,795 |  |  |  | — |  |  |  | — |  |  |  | 953,795 |
Reclassification of warrant liability |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 6,185,293 |  |  |  | — |  |  |  | — |  |  |  | 6,185,293 |
Foreign currency translation adjustment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 468,750 |  |  |  |  |  |  |  | 468,750 |
Net loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (14,873,182 | ) |  |  | (14,873,182 | )
Balances at June 30, 2025 |  |  | 24,956 |  |  | $ | 34,232,510 |  |  |  | 42,949,307 |  |  | $ | 429,493 |  |  | $ | 244,953,346 |  |  | $ | 978,686 |  |  | $ | (230,716,757 | ) |  | $ | 15,644,768 |

The accompanying notes are an integral part of these consolidated financial statements.

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LIGHTPATH TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Cash flows from operating activities: |  |  |  |  |  |
Net loss |  | $ | (14,873,182 | ) |  | $ | (8,007,346 | )
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 4,149,240 |  |  |  | 4,048,409 |
Interest from amortization of loan issuance costs |  |  | 213,829 |  |  |  | — |
Amortization of fair value of loan |  |  | 71,215 |  |  |  | — |
Loss on extinguishment of debt |  |  | 418,502 |  |  |  | — |
Change in fair value of warrant liability |  |  | 1,353,716 |  |  |  | — |
Change in fair value of acquisition earnout liabilities |  |  | 1,560,445 |  |  |  | — |
Loss on disposal of property and equipment |  |  | 94,860 |  |  |  | 124,584 |
Stock-based compensation on stock options, RSUs & RSAs, net |  |  | 1,043,464 |  |  |  | 1,019,023 |
Provision for credit losses |  |  | (3,014 | ) |  |  | (4,426 | )
Change in operating lease assets and liabilities |  |  | (273,624 | ) |  |  | 183,393 |
Inventory write-offs to allowance |  |  | 143,362 |  |  |  | 136,676 |
Deferred taxes |  |  | (221,977 | ) |  |  | (121,803 | )
Changes in operating assets and liabilities, net of acquisitions: |  |  |  |  |  |  |  |
Trade accounts receivable |  |  | (2,626,267 | ) |  |  | 1,498,698 |
Other current assets |  |  | 91,027 |  |  |  | (131,177 | )
Inventories |  |  | (1,385,690 | ) |  |  | 960,739 |
Prepaid expenses and deposits |  |  | (325,915 | ) |  |  | 133,810 |
Accounts payable and accrued liabilities |  |  | 2,238,619 |  |  |  | 680,457 |
Net cash (used in) provided by operating activities |  |  | (8,331,390 | ) |  |  | 521,037 |
Cash flows from investing activities: |  |  |  |  |  |  |  |
Purchase of property and equipment |  |  | (1,262,302 | ) |  |  | (2,182,805 | )
Proceeds from sale of equipment |  |  | 10,648 |  |  |  | — |
Proceeds from sale-leaseback of equipment |  |  | — |  |  |  | 364,710 |
Acquisition of G5 |  |  | (18,486,669 | ) |  |  | — |
Acquisition of Visimid, net of cash acquired |  |  | — |  |  |  | (847,141 | )
Net cash used in investing activities |  |  | (19,738,323 | ) |  |  | (2,665,236 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |
Proceeds from exercise of stock options |  |  | 3,175 |  |  |  | — |
Proceeds from sale of common stock from Employee Stock Purchase Plan |  |  | 14,385 |  |  |  | 39,677 |
Proceeds from issuance of common stock under public equity placement |  |  | — |  |  |  | 806,332 |
Proceeds from issuance of common stock under private equity placement, net of fees |  |  | 437,725 |  |  |  | — |
Proceeds from issuance of preferred stock under private equity placement, net of fees |  |  | 18,675,026 |  |  |  | — |
Proceeds from issuance of warrants under private equity placement, net of fees |  |  | 4,620,561 |  |  |  | — |
Deferred payment for acquisition of Visimid |  |  | (125,000 | ) |  |  | — |
Borrowings on loans payable |  |  | 6,659,596 |  |  |  | 278,926 |
Loan issuance costs |  |  | (597,465 | ) |  |  | — |
Payments on loans payable |  |  | (204,100 | ) |  |  | (2,459,474 | )
Repayment of finance lease obligations |  |  | (187,626 | ) |  |  | (131,901 | )
Net cash provided by (used in) financing activities |  |  | 29,296,277 |  |  |  | (1,466,440 | )
Effect of exchange rate on cash and cash equivalents |  |  | 170,204 |  |  |  | (53,583 | )
Change in cash, cash equivalents and restricted cash |  |  | 1,396,768 |  |  |  | (3,664,222 | )
Cash, cash equivalents and restricted cash, beginning of period |  |  | 3,480,268 |  |  |  | 7,144,490 |
Cash, cash equivalents and restricted cash, end of period |  | $ | 4,877,036 |  |  | $ | 3,480,268 |
Supplemental disclosure of cash flow information: |  |  |  |  |  |  |  |
Interest paid in cash |  | $ | 273,476 |  |  | $ | 196,541 |
Income taxes paid |  | $ | 206,121 |  |  | $ | 166,858 |
Supplemental disclosure of non-cash investing & financing activities: |  |  |  |  |  |  |  |
Purchase of equipment through finance lease arrangements |  | $ | 93,048 |  |  | $ | 396,058 |
Operating right-of-use assets acquired in exchange for operating lease liabilities |  |  | — |  |  | $ | 92,136 |
Issuance of common stock for acquisition of Visimid |  | $ | 713,946 |  |  | $ | 486,054 |
Issuance of common stock for acquisition of G5 |  | $ | 4,872,068 |  |  |  | — |
Accrual of earnout consideration for acquisiton of G5 |  | $ | 3,536,471 |  |  |  | — |
Extinguishment of debt in exchange for common stock, preferred stock, warrants and a note |  | $ | 3,057,110 |  |  |  | — |

The accompanying notes are an integral part of these consolidated financial statements.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

1. Organization and History

LightPath Technologies, Inc. (“LightPath”, the “Company”, “we”, “us” or “our”) was incorporated in Delaware in 1992. It was the successor to LightPath Technologies Limited Partnership formed in 1989, and its predecessor, Integrated Solar Technologies Corporation formed in 1985. The Company completed its initial public offering during fiscal year 1996. On April 14, 2000, the Company acquired Horizon Photonics, Inc. (“Horizon”). On September 20, 2000, the Company acquired Geltech, Inc. (“Geltech”). In November 2005, we formed LightPath Optical Instrumentation (Shanghai) Co., Ltd (“LPOI”), a wholly-owned subsidiary located in Jiading, People’s Republic of China. In December 2013, we formed LightPath Optical Instrumentation (Zhenjiang) Co., Ltd (“LPOIZ”), a wholly-owned subsidiary located in Zhenjiang, Jiangsu Province, People’s Republic of China. Effective February 28, 2023, the legal entities of LPOI and LPOIZ were merged, with LPOIZ as the surviving company. In December 2016, we acquired ISP Optics Corporation, a New York corporation (“ISP”), and its wholly-owned subsidiary, ISP Optics Latvia, SIA, a limited liability company founded in 1998 under the Laws of the Republic of Latvia (“ISP Latvia”).

In July 2023, we acquired Liebert Consulting LLC, dba Visimid Technologies (“Visimid”). Visimid is an engineering and design firm specializing in thermal imaging, night vision and internet of things (“IOT”) applications. Visimid provides design and consulting services for Department of Defense (“DoD”) contractors, commercial and industrial customers, and original equipment manufacturers (“OEMs”) for original new products. Visimid’s core competency is developing and producing custom thermal and night vision cores. We believe that Visimid’s capabilities are aligned with our strategy to focus on engineered solutions. Visimid’s facility is located in Plano, Texas.

In February 2025, we acquired G5 Infrared LLC, a New Hampshire limited liability company (“G5 Infrared”). G5 Infrared is a vertically-integrated manufacturer of infrared camera systems and imaging solutions, specializing in advanced thermal imaging technology and long-range mission-critical detection solutions. G5 Infrared’s existing revenue and future growth pipeline are driven by established multi-year contracts and multiple defense programs of record in shipboard long-range surveillance, border security, and counter unmanned aerial systems (“C-UAS”) systems, as well as recurring federal, naval, and law enforcement programs. Additionally, G5 Infrared is a provider of infrared coatings, including for materials such as LightPath’s BlackDiamond (“BlackDiamond”) glass. G5 Infrared operates from a manufacturing facility in Hudson, New Hampshire. We believe that this acquisition strengthens LightPath’s position as a leader in infrared imaging by expanding the Company’s portfolio to include cooled infrared cameras. Management believes that the combination of LightPath and G5 Infrared creates a more robust, vertically-integrated solutions provider.

LightPath is a manufacturer of optical components, assemblies and sub-systems, including precision molded glass aspheric optics, infrared optics, thermal imaging assemblies, cameras and modules, and other optical components used in products that manipulate light. LightPath designs, develops and manufactures optical components and sub-system level lens assemblies utilizing advanced optical manufacturing processes, and integrated products such as infrared cameras that leverage those capabilities. LightPath products are incorporated into a variety of applications by customers in many industries, including defense products, border security, perimeter security, night vision systems, medical devices, laser aided industrial tools, automotive safety applications, telecommunications, machine vision and sensors, among others. Many of our optical assemblies and sub-systems consist of several products that we manufacture.

As used herein, the terms “LightPath,” the “Company,” “we,” “us” or “our,” refer to LightPath individually or, as the context requires, collectively with its subsidiaries on a consolidated basis.

2. Significant Accounting Policies

Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Management estimates. Management makes estimates and assumptions during the preparation of the Company’s Consolidated Financial Statements that affect amounts reported in the Consolidated Financial Statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes available, which, in turn, could impact the amounts reported and disclosed herein.

Cash and cash equivalents consist of cash in the bank and cash equivalents with maturities of 90 days or less when purchased. The Company maintains its cash accounts in various institutions, generally with high credit ratings. The Company’s domestic cash accounts are maintained in one financial institution, and balances may exceed Federal insured limits at times. The Company’s foreign cash accounts are not insured.

Allowance for credit losses is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off experience and expected future default probabilities based on our ongoing evaluations of our customers’ financial condition. The allowance consists of an amount identified for specific customers and an amount based on overall estimated exposure. Accounts receivable are customer obligations due under normal trade terms, which are generally net 30 days. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Inventories, which consist principally of raw materials, tooling, work-in-process and finished lenses, collimators and assemblies, are stated at the lower of cost or net realizable value, on a first-in, first-out basis. Inventory costs include materials, labor and manufacturing overhead. Acquisition of goods from our vendors has a purchase burden added to cover customs, shipping and handling costs. Fixed costs related to excess manufacturing capacity are expensed when incurred. The Company looks at the following criteria for parts to consider for the inventory allowance: (i) items that have not been sold in two years and (ii) items that have not been purchased in two years. These items, as identified, are allowed for at 100%, as well as allowing 50% for other items deemed to be slow moving within the last twelve months and allowing 25% for items deemed to have low material usage within the last six months. Items of which we have excess supply are also reserved at 25% to 100%, depending on usage rates. The parts identified are adjusted for recent order and quote activity to determine the final inventory allowance.

Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the related assets ranging from one to ten years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets using the straight-line method. Construction in process represents the accumulated costs of assets not yet placed in service.

Long-lived assets, such as property, plant, and equipment and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record any impairment of long-lived assets during the fiscal years ended June 30, 2025 and 2024. Assets to be disposed of would be separately presented in the Consolidated Balance Sheet and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the Consolidated Balance Sheet.

Goodwill and amortizable intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods. Purchased intangible assets other than goodwill are amortized over their useful lives unless these lives are determined to be indefinite. Purchased intangible assets are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally two to fifteen years. The Company periodically reassesses the useful lives of its intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Amortizable intangible assets consist primarily of customer relationships, know-how/trade secrets and tradenames. When determining the fair value of our intangible assets, estimates and assumptions about future expected revenue and remaining useful lives are used.

Goodwill is tested for impairment on an annual basis, as of each fiscal year end, and during the period between annual tests if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company may assess goodwill for impairment using either a qualitative or quantitative approach. The qualitative approach consists of a weighting of several qualitative factors, including, but not limited to, macroeconomic conditions (including global trade factors), industry and market considerations, the recent and projected financial performance of the reporting unit, changes in the Company's enterprise market value and other relevant factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. This assessment may require significant judgments, including the estimation of future cash flows and an assessment of market and industry dependent risks. If the Company determines the qualitative factors indicate that the fair value of the reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not necessary. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is performed. Impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds is assessed fair value, not to exceed the carrying value of the goodwill of the reporting unit. The Company reviews its amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When evaluating amortizable intangible assets for potential impairment, the Company first determines if there are any indicators of impairment and if the carrying amount of the amortizable intangible assets might not be recoverable. If there are indicators of impairment, then the Company performs a recoverability test by comparing the carrying value of the assets to the estimated future undiscounted cash flows. If the estimated undiscounted cash flows are less than the carrying value of the assets, the Company calculates an impairment loss. The impairment loss calculation compares the carrying value of its assets to the assets’ estimated fair value. The Company did not record any impairment of goodwill or amortizable intangible assets during the fiscal years ended June 30, 2025 or 2024.

Leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities on the Company’s Consolidated Balance Sheet. Finance leases are included in property, plant and equipment, current portion of long-term debt and long-term debt, net of current portion on the Consolidated Balance Sheets.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on observed market data and other information available at the lease commencement date. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company does not record leases on the Consolidated Balance Sheet with an initial term of one year or less. The Company does not separate lease and non-lease components but rather accounts for each separate component as a single lease component for all underlying classes of assets. Variable lease payments are expensed as incurred and are not included within the operating lease ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. Lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term.

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are computed on the basis of differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based upon enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances have been established to reduce deferred tax assets to the amount expected to be realized.

The Company has not recognized a liability for uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits or penalties has not been provided since there has been no unrecognized benefit or penalty. If there were an unrecognized tax benefit or penalty, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

The Company files United States (“U.S.”) Federal income tax returns, as well as tax returns in various states and foreign jurisdictions. Open tax years subject to examination by the Internal Revenue Service (“IRS”) generally remain open for three years from the filing date. Tax years subject to examination by the state jurisdictions generally remain open for up to four years from the filing date. In Latvia, tax years subject to examination remain open for up to five years from the filing date and, in China, tax years subject to examination remain open for up to ten years from the filing date.

Our cash, cash equivalents and restricted cash totaled approximately $4.9 million at June 30, 2025. Of this amount, approximately 25% was held by our foreign subsidiaries in China and Latvia. These foreign funds were generated in China and Latvia as a result of foreign earnings. Historically, we considered unremitted earnings held by our foreign subsidiaries to be permanently reinvested. However, during fiscal 2020, we began declaring intercompany dividends to remit a portion of the earnings of our foreign subsidiaries to the U.S. parent company. We accrue for the applicable Chinese withholding taxes on the portion of earnings that we intend to repatriate. It is still our intent to reinvest a significant portion of earnings generated by our foreign subsidiaries, however we also plan to repatriate a portion of their earnings.

With respect to the funds generated by our foreign subsidiaries in China, the retained earnings of the legal entity must equal at least 50% of the registered capital before any funds can be repatriated. During fiscal years 2025 and 2024, we repatriated approximately $1.2 million and $1.4 million, respectively, from LPOIZ. As of June 30, 2025, LPOIZ had approximately $0.4 million in retained earnings available for repatriation, based on earnings accumulated through December 31, 2024, the end of the most recent statutory tax year, that remained undistributed as of June 30, 2025. LPOI did not have any earnings available for repatriation as of the date of merger with LPOIZ.

Beginning in fiscal year 2019, earnings from the Company’s non-U.S. subsidiaries were subject to the global intangible low-taxed income (“GILTI”) inclusion pursuant to U.S. income tax rules. See Note 9, Income Taxes, to these Consolidated Financial Statements for additional information.

Revenue recognition – See Note 4, Revenue, to these Consolidated Financial Statements for additional information.

VAT is computed on the gross sales price on all sales of the Company’s products sold in the People’s Republic of China and Latvia. The VAT rates range up to 21%, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing or acquiring its finished products. The Company recorded VAT receivables and payables on a net basis in the accompanying Consolidated Financial Statements. These amounts were not significant as of June 30, 2025 and 2024.

New product development costs are expensed as incurred.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Stock-based compensation is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period. We estimate the fair value of each restricted stock unit or stock option as of the date of grant using the Black-Scholes-Merton pricing model. Our directors, officers, and key employees were granted stock-based compensation through our Amended and Restated Omnibus Incentive Plan, as amended (the “Omnibus Plan”), through October 2018 and after that date, the 2018 Stock and Incentive Compensation Plan (the “SICP”). Most options granted under the Omnibus Plan and the SICP vest ratably over two to four years and generally have four to ten-year contract lives. The volatility rate is based on historical trends in common stock closing prices and the expected term was determined based primarily on historical experience of previously outstanding awards. The interest rate used is the U.S. Treasury interest rate for constant maturities. The likelihood of meeting targets for option grants that are performance based are evaluated each quarter. If it is determined that meeting the targets is probable, then the compensation expense will be amortized over the remaining vesting period.

Fair value of financial instruments. The Company accounts for financial instruments in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), which provides a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable.

Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management.

The respective carrying value of accounts receivable, account payable and accrued liabilities recorded on the Consolidated Balance Sheets approximated their fair values. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and they are receivable or payable on demand.

The fair value of the Company’s finance lease obligations and equipment loans payable approximate their carrying values, based upon current rates available to us.

The Company valued certain financial instruments issued in connection with the acquisition of G5 Infrared using Level 3 fair value measurements, including warrants, Series G Convertible Preferred stock and the Acquisition Notes (as defined below). See Note 8, Stockholders’ Equity, to these Consolidated Financial Statements for additional information regarding the valuation of the acquisition financing.

In connection with the acquisition of G5 Infrared, the Company also valued the earnout liability and the intangible assets acquired using Level 3 fair value methods. See Note 3, Acquisitions, to these Consolidated Financial Statements for additional information.

Other than as disclosed above, the Company does not have any other financial or non-financial assets or liabilities that would be characterized as Level 1, Level 2 or Level 3 instruments.

Debt issuance costs are recorded as a reduction to the carrying value of the related notes payable, by the same amount, and are amortized ratably over the term of the related note.

Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period, except those resulting from investments by owners and distributions to owners. Comprehensive income (loss) has two components, net income, and other comprehensive income (loss), and is included on the Consolidated Statements of Comprehensive Income (Loss). Our other comprehensive income consists of foreign currency translation adjustments made for financial reporting purposes.

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Notes to Consolidated Financial Statements (continued)

Business segments. The Company operates in principally one reportable business segment. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) which requires additional segment disclosures on an annual and interim basis, including significant segment expenses that are regularly provided to the chief operating decision maker. ASU 2023-07 is effective for our fiscal year 2025, and has been applied retrospectively to all periods presented in the consolidated financial statements. See Note 17, Segment Reporting, to these Consolidated Financial Statements for additional information.

Recent accounting pronouncements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) which requires disaggregated income tax disclosures on an annual basis, including information on our effective income tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and may be applied prospectively or retrospectively. We are evaluating the impact of ASU 2023-09 and expect the standard will only impact our income taxes disclosures with no material impact on our operating results, financial position, or cash flows.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses included in each expense caption on the face of the income statement at interim and annual reporting periods. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. We are evaluating the impact of ASU 2024-03 and expect the standard will only impact our disclosures with no material impact on our operating results, financial position, or cash flows.

There are no other new accounting pronouncements issued by the FASB that are not yet effective for the Company for the year ended June 30, 2025 that are expected to have a material impact on the Consolidated Financial Statements.

3. Acquisitions

Vismid Technologies

In July 2023, the Company acquired Visimid, pursuant to a Membership Interest Purchase Agreement dated as of July 25, 2023 (the “Visimid Acquisition Date”).

Part of the Company’s growth strategy is to identify appropriate opportunities that would enhance our profitable growth through acquisition. Visimid is an engineering and design firm specializing in thermal imaging, night vision and IOT applications. Visimid provides design and consulting services for DoD contractors, commercial and industrial customers, and OEMs for original new products. Visimid’s core competency is developing and producing custom thermal and night vision cores. We believe that Visimid’s capabilities are aligned with our strategy to focus on engineered solutions.

The Company’s consolidated financial statements reflect the financial results of Visimid beginning on the Visimid Acquisition Date. The purchase price included $1 million in cash, $1,550,000 of restricted stock, $150,000 of assumed bank debt, and an earnout which is contingent upon the award and completion of a specific customer contract. Of the restricted stock payable as part of the purchase price, $150,000 (81,610 shares) was issued at closing, with the balance to be issued in four equal installments of $350,000 each, on January 1, 2024, July 1, 2024, January 1, 2025 and July 1, 2025. The number of shares is based on the average closing price of the Company’s Class A common stock, $0.01 par value (“Class A Common Stock”), as reported by Bloomberg, for the five trading days prior to each stock issuance. For the January 1, 2024 installment, 267,176 shares were issued; for the July 1, 2024 installment, 279,553 shares were issued; for the January 1, 2025 installment, 102,700 shares were issued; and for the July 1, 2025 installment, which was the final installment, 112,323 shares were issued.

The total purchase price, net of cash acquired and including the estimated potential earnout, is approximately $2.7 million, based on present values as of the Visimid Acquisition Date. Of this amount, $0.6 million was paid at closing, cash installments of $0.2 million and $0.1 million were paid in October 2023 and January 2024, respectively, per the terms of the purchase agreement, and the remaining cash and stock payments, including the estimated potential earnout, have been accrued and are included in Accrued liabilities in the accompanying Consolidated Balance Sheet as of June 30, 2025. Certain of these acquisition liabilities are subject to fair value adjustments, for which $0.1 million of expense was recorded during the fiscal year ended June 30, 2025, and is included the “Change in fair value of acquisition liabilities” in the accompanying Consolidated Statement of Comprehensive Income (Loss).

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Notes to Consolidated Financial Statements (continued)

The estimated fair values of the assets acquired and liabilities assumed were recorded as of the Visimid Acquisition Date. As part of the valuation analysis, the Company identified intangible assets, including customer relationships, customer backlog, trade secrets and tradenames. The customer backlog, customer relationships, trade secrets and tradenames were determined to have estimated values of approximately $0.5 million, $0.1 million, $0.9 million and $0.4 million, respectively, and estimated useful lives of 1 year for customer backlog, and 10 years for customer relationships, trade secrets and tradenames. The estimated fair value of identifiable intangible assets is determined primarily using the “income approach”, which requires a forecast of all future cash flows. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Visimid. The goodwill is not expected to be deductible for income tax purposes.

For the fiscal year ended June 30, 2024, the Company incurred approximately $98,000, in acquisition costs. These costs are included in the consolidated statements of comprehensive income (loss) in the line item entitled “Selling, general and administrative.” For the fiscal year ended June 30, 2025, the Company did not incur any additional acquisition costs.

Prior to the acquisition, the Company had a preexisting relationship with Visimid. The Company contracted Visimid for engineering services and purchased infrared camera cores from Visimid on an arms’ length basis. The Company had also partnered with Visimid for the development of the Mantis camera.

G5 Infrared

On February 18, 2025 (the “G5 Acquisition Date”), the Company acquired G5 Infrared pursuant to a Membership Interest Purchase Agreement (the “G5 MIPA”) by and among the Company, G5 Infrared, the G5 Infrared members through the purchase from the members thereof of all of the issued and outstanding membership interests of G5 Infrared (collectively, the “Sellers”), and Kenneth R. Greenslade, solely in his capacity as Sellers’ Representative.

G5 Infrared is a vertically-integrated manufacturer of infrared camera systems and imaging solutions, and also provides infrared coatings. G5 Infrared operates from a manufacturing facility in Hudson, New Hampshire. The Company acquired G5 Infrared to expand the Company’s portfolio to include cooled infrared cameras.

Net assets and results of operations of G5 Infrared are reflected in our financial results commencing on the G5 Acquisition Date. Revenue generated by G5 Infrared is included in our infrared and assemblies and modules product groups.

We accounted for the acquisition of G5 Infrared using the acquisition method of accounting, which required us to measure identifiable assets acquired and liabilities assumed in the acquiree at their fair values as of the G5 Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill.

The fair value of the aggregate consideration was approximately $27.1 million which consisted of (i) $20.3 million in cash, (ii) 1,972,501 shares of the Company’s Class A Common Stock and (iii) potential earnout consideration paid annually in fiscal years 2026 and 2027 subject to achievement of certain revenue and EBITDA targets set forth in the G5 MIPA. As of the G5 Acquisition Date, the preliminary estimate of fair value of consideration transferred consisted of the following:

Description |  | February 18, 2025 |
Cash consideration |  | $ | 20,250,000 |
Net working capital adjustment |  |  | (423,871 | )
Equity portion of consideration |  |  | 4,872,066 |
Earnout portion of consideration |  |  | 3,536,471 |
Revenue clawback |  |  | (1,104,471 | )
Fair value of consideration transferred |  | $ | 27,130,195 |

The fair value of the equity portion of the consideration was determined by multiplying the number of shares issued, 1,972,501, by the fair value of the Class A Common Stock on the G5 Acquisition Date, which was $2.47. The initial cash consideration at closing was subject to a net working capital adjustment, which was settled in June 2025. The G5 MIPA also included a provision for a clawback amount if G5 Infrared’s actual revenue for the 2024 calendar year was less than $17.3 million. This clawback amount was settled in June 2025 and is reflected in the determination of the purchase price.

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Notes to Consolidated Financial Statements (continued)

Earnout payments of an aggregate of up to $23.0 million of additional consideration may be paid annually in fiscal years 2026 and 2027 subject to achievement of certain minimum EBITDA and revenue targets for the one and two-year periods beginning on the first full calendar month commencing after the G5 Acquisition Date, as set forth in the G5 MIPA. If the targets are achieved during the respective periods, LightPath will (i) issue an aggregate number of shares of Class A Common Stock equal to 30% of the earnout payment divided by the average close price for the ten trading days immediately prior to the first anniversary of the earnout commencement date, as defined in the G5 MIPA, and (ii) pay additional cash consideration in an amount equal to 70% of the earnout payment, in each case to the former G5 Infrared members. The earnout is considered contingent consideration and is accounted for as a liability initially measured at fair value, with changes during each reporting period recognized in earnings. The portion of the earnout that will be settled in stock will also be accounted for as a liability since the achievement of targets adjusts the number of shares to be issued at settlement based on a variable other than the Company’s Class A Common Stock, and therefore it does not meet the criteria in ASC 480, Distinguishing Liabilities from Equity. The fair value of the earnout in the accompanying Consolidated Balance Sheet is calculated using a Monte Carlo valuation method, which involves assumptions of revenue and EBITDA forecasts, discount rates and revenue volatility. The earnout liability is subject to fair value measurement each reporting period. As of June 30, 2025, the earnout liability was adjusted to $5.0 million, an increase of $1.4 million, which is included in the “Change in fair value of acquisition liabilities” in the accompanying Consolidated Statement of Comprehensive Income (Loss).

We determined the fair value of assets acquired and liabilities assumed by using available market information and various valuation methods that require judgement related to estimates. Our preliminary fair value estimates and assumptions to measure the assets acquired and liabilities assumed were subject to change as we obtained additional information during the measurement period. We completed our accounting for the acquisition during the fiscal quarter ended June 30, 2025. The following table summarizes the allocation of the fair value of consideration transferred to assets acquired and liabilities assumed as of the G5 Acquisition Date and the adjustments recognized during the measurement period:

Description |  | Preliminary as of March 31, 2025 |  |  | Measurement Period Adjustments, Net |  |  | Final as of June 30, 2025 |
Assets: |  |  |  |  |  |  |  |  |
Accounts receivable |  | $ | 1,897,098 |  |  | $ | - |  |  | $ | 1,897,098 |
Inventory |  |  | 5,065,451 |  |  |  | - |  |  |  | 5,065,451 |
Prepaid expenses and other current assets |  |  | 363,413 |  |  |  | - |  |  |  | 363,413 |
Property and equipment |  |  | 1,542,707 |  |  |  | - |  |  |  | 1,542,707 |
Operating lease right-of-use asset |  |  | 463,985 |  |  |  | - |  |  |  | 463,985 |
Goodwill |  |  | 2,977,344 |  |  |  | 4,012,450 |  |  |  | 6,989,794 |
Other intangible assets |  |  | 19,295,000 |  |  |  | (5,543,000 | ) |  |  | 13,752,000 |
Other assets |  |  | 21,748 |  |  |  | - |  |  |  | 21,748 |
Total assets acquired |  | $ | 31,626,746 |  |  | $ | (1,530,550 | ) |  | $ | 30,096,196 |
Liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable |  |  | 1,981,164 |  |  |  | - |  |  |  | 1,981,164 |
Accrued liabilities |  |  | 336,263 |  |  |  | - |  |  |  | 336,263 |
Operating lease liabilities, current |  |  | 268,972 |  |  |  | - |  |  |  | 268,972 |
Deferred tax liabilities, noncurrent |  |  | 1,174,650 |  |  |  | (1,037,668 | ) |  |  | 136,982 |
Operating lease liabilities, noncurrent |  |  | 242,620 |  |  |  | - |  |  |  | 242,620 |
Total liabilities assumed |  | $ | 4,003,669 |  |  | $ | (1,037,668 | ) |  | $ | 2,966,001 |
Net assets acquired |  | $ | 27,623,077 |  |  | $ | (492,882 | ) |  | $ | 27,130,195 |

Measurement period adjustments include fair value adjustments during the fiscal quarter ended June 30, 2025, primarily related to refined assumptions in the valuation of the earnout consideration, and intangible assets such as backlog, customer relationships and know-how intangible assets. Deferred tax liabilities were adjusted for the revised intangible asset values, and for the refined tax rate apportionment calculation. The net impact of the aforementioned adjustments resulted in an increase to goodwill.

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Notes to Consolidated Financial Statements (continued)

Intangible assets –All intangible assets acquired in the acquisition of G5 Infrared are subject to amortization. The fair value of identifiable intangible assets acquired as of the G5 Acquisition Date is as follows:

Intangible Asset |  | Total |  |  | Useful Lives (Years) |
Backlog |  | $ | 361,000 |  |  |  | 1 |
Know-how |  |  | 4,801,000 |  |  |  | 10 |
Tradename |  |  | 3,450,000 |  |  |  | 15 |
Customer relationships |  |  | 5,140,000 |  |  |  | 15 |
Total |  | $ | 13,752,000 |  |  |  |  |

The fair value of intangible assets is estimated using the multi-period excess earnings approach for acquired customer relationships and the relief from royalty method for the acquired trade names and know-how. All of these level 3 fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, revenue forecasts, useful lives, royalty rates related to the tradenames and know-how intangible assets, and profitability assumptions related to customer relationships. The acquired intangible assets are not expected to be deductible for New Hampshire state income tax purposes, which resulted in a deferred tax liability of $1.1 million.

Goodwill – The $7.0 million of goodwill recognized is attributable to G5 Infrared’s market presence, the assembled workforce and established operating infrastructure. The acquired goodwill is expected to be deductible for Federal income tax purposes. See Note 7, Goodwill and Intangible Assets, in these Notes to these Consolidated Financial Statements for further information.

Acquisition costs have been expensed as incurred. In connection with the acquisition of G5 Infrared, we recorded acquisition costs of $1.1 million and $0.6 million for the years ended June 30, 2025 and 2024, respectively, which were included in the “Selling, general and administrative expenses” line item in our Consolidated Statements of Operations.

Financial Results

Revenue and loss before income taxes of G5 Infrared included in our Consolidated Statement of Income (Loss) for the G5 Acquisition Date through June 30, 2025 was $5.6 million and $0.4 million, respectively.

Unaudited supplemental pro forma information

The following table presents unaudited pro forma financial results of the operations acquired with G5 Infrared. The pro forma results for the include adjustments to remove costs directly attributable to the acquisition, such as transaction-related costs and the loss on extinguishment of debt (as described in Note 14, Loans Payable, to these Consolidated Financial Statements). The pro forma results were prepared as if the acquisition was completed on the first day of our fiscal 2024, July 1, 2023. The pro forma results do not include any integration synergies and are not necessarily indicative of our results of operations that actually would have been obtained had the acquisition of G5 Infrared been completed for the period presented, or which may be realized in the future.

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Revenue |  | $ | 49,733,817 |  |  | $ | 48,018,602 |
Income before taxes |  | $ | (9,520,465 | ) |  | $ | (5,996,886 | )

4. Revenue

Product Revenue

The Company manufactures infrared imaging cameras, optical assemblies, optical components and infrared materials. Optical components include precision molded glass aspheric optics, molded and diamond-turned infrared aspheric lenses, and other optical elements produced using other fabrication techniques. The Company designs, develops, manufactures, and distributes optical systems, assemblies and components utilizing advanced optical manufacturing processes, multidisciplinary engineering and manufacturing technologies, and assembly and integration services. The Company also provides engineering services and performs research and development for optical solutions for a wide range of optics markets.

Revenue Recognition

Revenue is generally recognized upon transfer of control, including the risks and rewards of ownership, of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company generally bears all costs, risk of loss, or damage and retains title to the goods up to the point of transfer of control of products to customers. Shipping and handling costs are included in the cost of goods sold. Revenue is presented net of sales taxes and any similar assessments.

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Notes to Consolidated Financial Statements (continued)

Customary payment terms are granted to customers, based on credit evaluations. The Company does not have any contracts where revenue is recognized, but the customer payment is contingent on a future event. Deferred revenue is recorded when cash payments are received or due in advance of the Company’s performance. Deferred revenue was $0.5 million and $0.7 million as of June 30, 2025 and 2024, respectively, and is included in accrued liabilities in the accompanying Consolidated Balance Sheets.

Nature of Products

Revenue from the sale of optical components and assemblies is recognized upon transfer of control, including the risks and rewards of ownership, to the customer. The performance obligations for the sale of optical components and assemblies are satisfied at a point in time. Product development agreements for engineering services are generally short-term in nature, with revenue recognized upon satisfaction of the performance obligation, and transfer of control of the agreed-upon deliverable. Visimid has one longer-term order with a defense customer which includes both product development and hardware deliverables where similar revenue recognition criteria are applied.

We categorize our products into four product groups: (i) infrared components, (ii) visible components, (iii) assemblies and modules, and (iv) engineering services.

Revenue by product group for the fiscal years ended June 30, 2025 and 2024 was as follows:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Infrared components |  | $ | 14,310,589 |  |  | $ | 14,089,277 |
Visible components |  |  | 11,736,549 |  |  |  | 11,233,737 |
Assemblies and modules |  |  | 7,968,296 |  |  |  | 4,451,165 |
Engineering services |  |  | 3,187,196 |  |  |  | 1,952,013 |
Total revenue |  | $ | 37,202,630 |  |  | $ | 31,726,192 |

5. Inventories, net

The components of inventories include the following:

|  | June 30, 2025 |  |  | June 30, 2024 |
Raw materials |  | $ | 4,507,764 |  |  | $ | 3,112,428 |
Work in process |  |  | 7,321,779 |  |  |  | 2,333,240 |
Finished goods |  |  | 3,053,726 |  |  |  | 2,330,287 |
Allowance for obsolescence |  |  | (2,024,431 | ) |  |  | (1,224,896 | )
|  | $ | 12,858,838 |  |  | $ | 6,551,059 |

During fiscal years 2025 and 2024, the Company evaluated all allowed items and disposed of approximately $0.1 million of inventory parts and wrote them off against the allowance for obsolescence.

The value of tooling in raw materials, net of the related allowance for obsolescence, was approximately $1.1 million and $1.4 million at June 30, 2025 and 2024, respectively.

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Notes to Consolidated Financial Statements (continued)

6. Property and Equipment, net

Property and equipment consist of the following:

|  | Estimated Lives (Years) |  |  | June 30, 2025 |  |  | June 30, 2024 |
Manufacturing equipment |  | 5 - 10 |  |  | $ | 24,257,063 |  |  | $ | 22,582,429 |
Computer equipment and software |  | 3 - 5 |  |  |  | 1,449,494 |  |  |  | 970,494 |
Furniture and fixtures |  |  | 5 |  |  |  | 398,800 |  |  |  | 349,932 |
Leasehold improvements |  | 5 - 10 |  |  |  | 9,411,482 |  |  |  | 8,964,714 |
Construction in progress |  |  |  |  |  |  | 1,536,968 |  |  |  | 646,217 |
Total property and equipment |  |  |  |  |  |  | 37,053,807 |  |  |  | 33,513,786 |
Less accumulated depreciation and amortization |  |  |  |  |  |  | (21,189,746 | ) |  |  | (18,303,174 | )
Total property and equipment, net |  |  |  |  |  | $ | 15,864,061 |  |  | $ | 15,210,612 |

Depreciation and amortization expense related to property and equipment was $2.7 million and $2.4 million for the fiscal years ended June 30, 2025 and 2024, respectively.

7. Goodwill and Intangible Assets

In connection with the December 2016 acquisition of ISP, the Company identified intangible assets, which were recorded at fair value and are being amortized on a straight-line basis over their useful lives. The excess purchase price over the fair values of all identified assets and liabilities was recorded as goodwill, attributable primarily to expected synergies and the assembled workforce of ISP.

The increase in goodwill during the year ended June 30, 2025 was due to the acquisition of G5 Infrared. See Note 3, Acquisitions, to these consolidated financial statements, for more information.

There have been no events or changes in circumstances that indicate the carrying value of goodwill may not be recoverable.

Identifiable intangible assets were comprised of:

|  | Useful Lives (Years) |  |  | June 30, 2025 |  |  | June 30, 2024 |
Customer relationships |  | 10 - 15 |  |  | $ | 8,852,300 |  |  | $ | 3,712,300 |
Trade secrets |  | 8 - 10 |  |  |  | 8,998,304 |  |  |  | 4,197,304 |
Tradenames |  | 8 - 10 |  |  |  | 7,706,418 |  |  |  | 4,256,418 |
Backlog |  |  | 1 |  |  |  | 824,525 |  |  |  | 463,525 |
Total intangible assets |  |  |  |  |  |  | 26,381,547 |  |  |  | 12,629,547 |
Less accumulated amortization |  |  |  |  |  |  | (10,393,624 | ) |  |  | (8,978,808 | )
Total intangible assets, net |  |  |  |  |  | $ | 15,987,923 |  |  | $ | 3,650,739 |

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Notes to Consolidated Financial Statements (continued)

Future amortization of identifiable intangible assets is as follows:

Fiscal year ending: |  |  |
June 30, 2026 |  |  | 1,666,728 |
June 30, 2027 |  |  | 1,441,103 |
June 30, 2028 |  |  | 1,441,103 |
June 30, 2029 |  |  | 1,441,103 |
June 30, 2030 |  |  | 1,441,103 |
After June 30, 2030 |  |  | 8,556,783 |
|  | $ | 15,987,923 |

8. Stockholders’ Equity

Effective January 31, 2024, the Company’s authorized capital stock increased from 55,000,000 to 105,000,000 shares, comprised of 100,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share.

Of the 5,000,000 shares of preferred stock authorized, the Board of Directors has previously designated:

| · | 250 shares of preferred stock as Series A Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued;
| · | 300 shares of preferred stock as Series B Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued;
| · | 500 shares of preferred stock as Series C Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued;
| · | 500,000 shares of preferred stock as Series D Preferred Stock, none of which have been issued;
| · | 500 shares of our preferred stock as Series F Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A common stock and may not be reissued; and
| · | 35,111 shares of our preferred stock as Series G Convertible Preferred Stock.

Of the 100,000,000 shares of common stock authorized, the Board of Directors has previously designated 94,500,000 shares authorized as Class A Common Stock. The stockholders of Class A Common Stock are entitled to one vote for each share held. The remaining 5,500,000 shares of authorized common stock were designated as Class E-1 common stock, Class E-2 common stock, or Class E-3 common stock, all previously outstanding shares of which have been previously redeemed or converted into shares of Class A Common Stock.

Acquisition Financing

In conjunction with the financing of the acquisition of G5 Infrared, the Company designated a new series of preferred stock, Series G Convertible Preferred Stock, which is convertible into shares of Class A Common Stock. Concurrent with the entry into the G5 MIPA on February 13, 2025, we entered into (i) a Securities Purchase Agreement (the “Securities Purchase Agreement”) by and among the Company and North Run Capital, AIGH Investment Partners, LP, WVP Emerging Manager Offshore Fund LLC, the Lytton-Kambara Foundation and Alice W. Lytton Family LLC (collectively, the “Series G Purchasers”), (ii) a Class A Common Securities Purchase Agreement (the “Class A SPA”) by and between the Company and Lytton-Kambara Foundation (the “Class A Purchaser”), and (iii) and two senior secured promissory notes in an aggregate principal amount of $5.2 million (the “Acquisition Notes”) for total proceeds of approximately $32.2 million, inclusive of the conversion of the bridge promissory note (the “Bridge Note”) (see Note 14, Loans Payable), and before deducting offering expenses of $2.2 million incurred by the Company, which was used to fund, in part, the cash consideration payable in connection with the acquisition of G5 Infrared. Pursuant to the Securities Purchase Agreement, the Series G Purchasers purchased from the Company (i) an aggregate of approximately 24,956 shares of Series G Convertible Preferred Stock, (ii) warrants to purchase an aggregate of 4,352,774 shares of Class A Common Stock, with an exercise price of $2.58 per share (the “Series G Purchasers Warrants”), and (iii) the Acquisition Notes, which are convertible into shares of Series G Convertible Preferred Stock limited to failure to achieve a certain EBITDA threshold (see Note 14, Loans Payable). The Securities Purchase Agreement closed on February 18, 2025.

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Notes to Consolidated Financial Statements (continued)

At the closing of the Securities Purchase Agreement, the Company and the Series G Purchasers entered into a registration rights agreement, pursuant to which the Company agreed to register the shares of Class A Common Stock issuable upon the conversion of the Series G Convertible Preferred Stock (including those shares of Series G Convertible Preferred Stock that are issuable upon the conversion of the Acquisition Notes) and the Series G Purchasers Warrants (collectively, the “Registrable Securities”) under the Securities Act of 1933, as amended. The Company filed a registration statement covering the resale of such Registrable Securities on May 2, 2025, which became effective on May 12, 2025.

On June 16, 2025, the Company’s stockholders approved a proposal authorizing the issuance of shares of Class A Common Stock upon the conversion of the Series G Convertible Preferred Stock or the Series G Purchasers Warrants to the extent such issuances would result in an aggregate number of shares of Class A Common Stock exceeding 19.99% of the total shares of Class A Common Stock issued and outstanding as of the G5 Acquisition Date, in accordance with the rules and regulations of the Nasdaq Stock Market, LLC.

On February 13, 2025, the Company also entered into the Class A SPA with the Class A Purchaser, pursuant to which the Class A Purchaser purchased from the Company: (i) 455,192 shares of Class A Common Stock at a purchase price of approximately $2.15 per share, and warrants to purchase 37.5% of the number of shares, or 170,697 shares of Class A Common Stock, with an exercise price of $2.58 per share (the “Class A Purchaser's Warrants”); and (ii) 232,258 shares of Class A Common Stock at a purchase price of approximately $2.15 per share. The Class A Purchaser and its affiliate, Alice W. Lytton Family LLC, (collectively, the “Lytton Buyers”) were also among the Series G Purchasers in the Securities Purchase Agreement, and the Class A Purchaser was also the Lender of our Bridge Promissory Note (see Note 14, Loans Payable). In connection with the closing of Securities Purchase Agreement and the Class A SPA, the Company received $1.5 million in cash from the Lytton Buyers, and the remaining consideration was exchanged for the outstanding principal and accrued interest of the Bridge Note as of February 18, 2025 (see Note 14, Loans Payable). The Class A SPA closed on February 18, 2025.

The aggregate gross proceeds of $32.2 million were allocated first to the instruments issued in exchange for the Bridge Promissory Note outstanding, at fair value, as the instruments were issued in exchange for the Bridge Promissory Note outstanding, which was accounted for as an extinguishment as further detailed in Note 14, Loans Payable. Those instruments included Class A Common Stock, Class A Purchaser’s Warrants, Series G Purchaser Warrants, Series G Convertible Preferred Stock, and the Acquisition Note issued to the Lytton Buyers. The remaining proceeds were allocated to the remaining instruments as follows: (i) to the remaining Series G Purchasers Warrants at fair value as the Purchasers Warrants were initially recorded as liabilities, and (ii) the remaining proceeds, to the remaining Series G Convertible Preferred Stock, and Acquisition Notes issued on a relative fair value basis, by investor.

Warrants – The Company issued 4,352,775 Series G Purchasers Warrants in connection with the Securities Purchase Agreement and 170,697 Class A Purchaser’s Warrants in connection with the Class A SPA (collectively, the “Warrants”). The exercise price of the Warrants is $2.58 (the “Exercise Price”). The Exercise Price and the number of underlying shares of Class A Common Stock is subject to proportional adjustment in the event of customary stock splits, stock dividends, combinations or similar events. The Warrants became exercisable upon the issuance date and will expire on the six-year anniversary of issuance. A holder may not exercise any portion of the Warrants, to the extent that after giving effect to such issuance exercise, either (i) the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates would beneficially own in excess of 19.99%, or, if elected be such holder, a lesser percentage of the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock issuable upon exercise of the Warrant, or (ii) the aggregate number of shares of Class A Common Stock issued upon exercise of the Warrant, the exercise of any other Warrants issued pursuant to the Securities Purchase Agreement, and upon conversion of Series G Convertible Preferred Stock, exceeds 6,055,606 shares, as adjusted to reflect any share splits, reverse share splits or similar recapitalizations that occur after the issuance date (the “Exchange Cap”).

The Series G Purchasers Warrants were initially not indexed to the Company’s own stock due to the Exchange Cap, as shareholder approval is not an input for determining the fair value of a fixed-for-fixed option on the Company’s Class A Common Stock. As such, the Series G Purchasers Warrants were initially classified as liabilities on the Consolidated Balance Sheets, with subsequent changes in the fair value of the warrant recorded in the change in fair value of warrant liability in other income (expense) in the Consolidated Statements of Comprehensive Income (Loss). On June 16, 2025, the Purchasers Warrants were reclassified from liabilities to equity as a result of the action taken at a special meeting of the stockholders, which removed the Exchange Cap. The Class A Purchaser’s Warrants are indexed to the Company's own stock, and meet the criteria for equity classification. The Warrants are valued using the Black-Scholes-Merton pricing model, which includes assumptions of expected volatility.

Series G Convertible Preferred Stock – Based on an analysis of the Series G Convertible Preferred Stock, it was concluded that they are more akin to an equity-type instrument. Economic characteristics and risks of an equity-linked conversion option are clearly and closely related to an equity-type host; thus, the conversion option embedded in the Series G Convertible Preferred Stock do not require bifurcation or liability classification under ASC 815, Derivatives and Hedging. It also does not meet the definition of being mandatorily redeemable under ASC 480-10-20 because it does not embody an unconditional obligation to redeem the instrument. The Series G Convertible Preferred Stock is redeemable at the option of the holder after the 5 year Guaranteed Term, thus, it should be classified as mezzanine equity, outside of permanent equity. The Series G Convertible Preferred was valued using a Binomial Lattice Model which considers the ability of the Investor to convert the instrument into common stock at any time, and for the Company's call option and the Investor's put option which are available after 5 years. The model incorporates transaction details such as stock price, contractual conversion price, dividend yield, discount rates, expected volatility, market credit spread, estimated yield and investor exercise behavior. The Series G Convertible Preferred Stock bears dividends at a per annum rate of 6.5%. The Company elected to recognize any redemption value changes immediately as they occur and adjust the carrying amount to equal the redemption value at each reporting period.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Promissory Notes – The Acquisition Notes are convertible into shares of Series G Convertible Preferred Stock limited to failure to achieve a certain EBITDA threshold, and were recorded at fair value based on several probability weighted Binomial Lattice Models which considered the following outcomes: (i) the Company's EBITDA for the year ended December 31, 2025 would be less than approximately $4.9 million the (the “EBITDA target”) which would cause automatic conversion of the Notes into shares of Series G Convertible Preferred Stock at a price of $1,000 per share; (ii) the Company would chose to redeem the Acquisition Notes at a premium of 102% prior to the two year maturity date, or (iii) the Acquisition Notes will be repaid at maturity. The models incorporate transaction details such as stock price, contractual conversion price, dividend yield, discount rate, expected volatility, estimated yield, and the probability the Company will meet the EBITDA target. Refer to Note 14, Loans Payable, for further information regarding the Acquisition Notes.

Offering costs – The $2.0 million of estimated direct and incremental offering costs in connection with the Acquisition Financing, allocated based on the relative fair values of the warrants, Class A Common Stock, Series G Convertible Preferred Stock and the Acquisition Notes that comprise the offering. Issuance costs were allocated as follows: (i) $1.6 million allocated to the Series G Convertible Preferred Stock and the Class A Common Stock issued in conjunction with the Acquisition Financing were recorded as a reduction to temporary equity; (ii) $0.3 million allocated to the warrants were expensed, as the warrants were determined to be classified as a liability, initially; and (iii) $0.3 million allocated to the Acquisition Notes, which are deferred and will be expensed over the term of the Acquisition Notes using the effective interest method.

9. Income Taxes

For financial reporting purposes, income (loss) before income taxes includes the following components:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Pretax income (loss): |  |  |  |  |  |
United States |  | $ | (14,118,076 | ) |  | $ | (8,562,920 | )
Foreign |  |  | (717,316 | ) |  |  | 623,064 |
Loss before income taxes |  | $ | (14,835,392 | ) |  | $ | (7,939,856 | )

The components of the provision for income taxes are as follows:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Current: |  |  |  |  |  |
Federal tax |  | $ | — |  |  | $ | — |
State |  |  | 22,168 |  |  |  | 3,800 |
Foreign |  |  | 224,743 |  |  |  | 185,493 |
Total current |  |  | 246,911 |  |  |  | 189,293 |
Deferred: |  |  |  |  |  |  |  |
Federal tax |  |  | (30,752 | ) |  |  | 17,000 |
State |  |  | (5,798 | ) |  |  | — |
Foreign |  |  | (172,571 | ) |  |  | (138,803 | )
Total deferred |  |  | (209,121 | ) |  |  | (121,803 | )
Total income tax provision |  | $ | 37,790 |  |  | $ | 67,490 |

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

The reconciliation of income tax computed at the U.S. federal statutory rates to the total income tax provision is as follows:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
U.S. federal statutory tax rate |  |  | 21.0 | % |  |  | 21.0 | %
Income tax provision reconciliation: |  |  |  |  |  |  |  |
Tax at statutory rate: |  | $ | (3,115,433 | ) |  | $ | (1,667,370 | )
Net foreign income subject to lower tax rate |  |  | (60,104 | ) |  |  | (99,300 | )
State income taxes, net of federal benefit |  |  | (475,224 | ) |  |  | (299,233 | )
Valuation allowance |  |  | 1,879,595 |  |  |  | 1,026,000 |
NOL expiration and adjustments |  |  | 939,505 |  |  |  | 1,325,111 |
GILTI |  |  | 192,980 |  |  |  | — |
Federal research and development credit expiration |  |  | 206,467 |  |  |  | — |
Federal research and development and other credits |  |  | (225,532 | ) |  |  | (150,873 | )
Rate change |  |  | 14,759 |  |  |  | — |
Stock-based compensation |  |  | (66,682 | ) |  |  | (4,134 | )
Other permanent differences |  |  | 54,147 |  |  |  | (64,794 | )
Acquisition financing |  |  | 455,901 |  |  |  | — |
Prior year true-ups |  |  | 237,411 |  |  |  | 2,083 |
|  | $ | 37,790 |  |  | $ | 67,490 |

Income Tax Law of the People’s Republic of China

The Company’s Chinese subsidiary, LPOIZ, is governed by the Income Tax Law of the People’s Republic of China concerning the privately run and foreign invested enterprises, which are generally subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. For both the years ended June 30, 2025 and 2024, the tax rate for LPOIZ was 15%, in accordance with an incentive program for technology companies. The net deferred tax liability for LPOIZ is approximately $0.2 million and $0.4 million as of June 30, 2025 and 2024, respectively, primarily related to timing differences related to accelerated depreciation on fixed assets.

Historically, the Company considered unremitted earnings held by its foreign subsidiaries to be permanently reinvested. However, during fiscal year 2020, the Company began declaring intercompany dividends to remit a portion of the historical earnings of its foreign subsidiaries to the U.S. parent company. It is still the Company’s intent to reinvest a significant portion of the more recent earnings generated by its foreign subsidiaries, however the Company also plans to repatriate a portion of the historical earnings of its subsidiaries. Based on its previous intent, the Company had not historically provided for future Chinese withholding taxes on the related earnings. However, during fiscal year 2020 the Company began to accrue for these taxes on the portion of historical earnings that it intends to repatriate.

During the years ended June 30, 2025 and 2024, the Company declared and paid intercompany dividends of $1.1 million and $1.4 million, respectively, from LPOIZ, payable to the Company as its parent company. Accordingly, the Company paid and recorded income tax expense for Chinese withholding taxes of approximately $0.1 million and $0.2 million associated with these dividends during fiscal years 2025 and 2024, respectively. Accrued and unpaid withholding taxes were approximately $0.04 million as of both June 30, 2025 and 2024. Other than these withholding taxes, these intercompany dividends have no impact on the Consolidated Financial Statements.

Law of Corporate Income Tax of Latvia

The Company’s Latvian subsidiary, ISP Latvia, is governed by the Law of Corporate Income Tax of Latvia. Until December 31, 2017, ISP Latvia was subject to a statutory income tax rate of 15%. Effective January 1, 2018, the Republic of Latvia enacted tax reform with the following key provisions: (i) corporations are no longer subject to income tax, but are instead subject to a distribution tax on distributed profits (or deemed distributions, as defined), and (ii) the tax rate was changed to 20%; however, distribution amounts are first divided by 0.8 to arrive at the taxable amount of profit, resulting in an effective tax rate of 25%. As a transitional measure, distributions made from earnings prior to January 1, 2018, distributed prior to December 31, 2019, are not subject to tax if declared prior to December 31, 2019. ISP Latvia has declared an intercompany dividend to be paid to ISP, its U.S. parent company, for the full amount of earnings accumulated prior to January 1, 2018. Distributions of this dividend will be from earnings prior to January 1, 2018 and, therefore, will not be subject to tax. The Company currently does not intend to distribute any current earnings generated after January 1, 2018. If, in the future, the Company changes such intention, distribution taxes, if any, will be accrued as profits are generated.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows as of June 30, 2025 and 2024, with fiscal year 2024 amounts reclassified from those previously reported to conform to current classification:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Deferred tax assets: |  |  |  |  |  |
Net operating loss carryforwards |  | $ | 10,086,362 |  |  | $ | 9,544,000 |
Stock-based compensation |  |  | 315,311 |  |  |  | 275,000 |
R&D and other credits |  |  | 1,954,068 |  |  |  | 1,935,000 |
Capitalized R&D expenses |  |  | 1,203,265 |  |  |  | 887,000 |
Inventories |  |  | 331,725 |  |  |  | 200,698 |
Lease liability |  |  | 2,149,965 |  |  |  | 2,096,540 |
Disallowed interest expense |  |  | 200,821 |  |  |  | 87,000 |
Accrued expenses and other |  |  | 540,585 |  |  |  | 69,000 |
Gross deferred tax assets |  |  | 16,782,102 |  |  |  | 15,094,238 |
Valuation allowance for deferred tax assets |  |  | (13,963,557 | ) |  |  | (12,083,000 | )
Total deferred tax assets |  |  | 2,818,545 |  |  |  | 3,011,238 |
Deferred tax liabilities: |  |  |  |  |  |  |  |
Depreciation and other |  |  | (321,825 | ) |  |  | (602,895 | )
Right-of-use asset |  |  | (2,212,710 | ) |  |  | (2,102,540 | )
Intangible assets |  |  | (414,199 | ) |  |  | (509,000 | )
Total deferred tax liabilities |  |  | (2,948,734 | ) |  |  | (3,214,435 | )
Net deferred tax assets (liabilities) |  | $ | (130,189 | ) |  | $ | (203,197 | )

In assessing the potential future recognition of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s largest deferred tax asset is related to its U.S. federal net operating loss (“NOL”) carryforwards. In order to fully realize this deferred tax asset, the Company would need to generate future taxable income of approximately $41.0 million prior to the expiration of the carry-forwards, of which $17.7 million expire from 2026 through 2034 and $23.3 million have an indefinite life. The Company also has state NOL carryforwards of approximately $30.0 million, of which $14.8 million begin expiring in 2026 and approximately $15.2 million have an indefinite life.

Based on the weight of the available evidence, management has provided for a valuation allowance against the deferred tax assets of approximately $14.0 million at June 30, 2025, an increase of approximately $1.9 million as compared to June 30, 2024. The increase in the valuation allowance for deferred tax assets as compared to the prior year is primarily the result of the various movements in the current year deferred items. The U.S. net deferred tax asset of approximately $0.02 million results from federal and state tax credits with indefinite carryover periods. State income tax expense disclosed on the effective tax rate reconciliation above includes state deferred taxes that are offset by a full valuation allowance.

The utilization of the Company’s NOL carryforwards may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in a reduction of the amount of NOL carryforwards in future years and possibly the expiration of certain NOL carryforwards before their utilization. The Company has performed a Sec. 382 study and concluded that there is no limitation under Section 382 as of June 30, 2025.

At June 30, 2025, in addition to NOL carryforwards, the Company also has research and development and other credit carryforwards of approximately $2.0 million, which will expire from 2026 through 2045.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable. There are currently no pending tax examinations. The Company is no longer subject to U.S. federal and state tax examinations for fiscal years through June 2021, nor to corporate tax examination for through calendar year 2014 in China, and for fiscal years through June 2017 in Latvia. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

As required by the uncertain tax position guidance in ASC No. 740, Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied the uncertain tax position guidance to all tax positions for which the statute of limitations remained open. The Company has not recognized a liability for uncertain tax positions. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors.

On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property. Another major aspect incudes the return to immediate expensing of domestic research and experimental expenditures (“R&E”) which in some cases may include retroactive application back to 2021 for businesses with gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses. The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent. Less favorable business provisions include limitations on tax deductions for charitable contributions.

The OBBBA modified the U.S. International Tax provisions for Global Intangible Low-Taxed Income (“GILTI”), Foreign-Derived Intangible Income (“FDII”), and the Base-erosion Anti-abuse Tax (“BEAT”) effective for tax years starting after December 31, 2025. The tax rate on GILTI, now renamed to Net CFC Tested Income (“NCTI”), is now 12.6%. The FDII rules, now renamed to Foreign Derived Deduction Eligible Income (“FDDEI”), now carry a 14% tax rate on FDDEI eligible income. The OBBB Act increases the BEAT rate from 10% to 10.5%.

The Company is currently assessing the potential impact of this legislation on its future financial position, results of operations, and cash flows. In accordance with U.S. GAAP, the effects will be recognized in the period of enactment.

10. Compensatory Equity Incentive Plan and Other Equity Incentives

Share-based payment arrangements — The Company’s directors, officers, and key employees were granted stock-based compensation underthe Omnibus Plan, through October 2018 and after that date, the SICP. Such stock-based compensation may include, among other things, incentive stock options, non-qualified stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). The SICP is administered by the Compensation Committee of the Board of Directors. At the Company’s 2018 Annual Stockholders Meeting, our stockholders approved the SICP under which an aggregate of 1,650,870 shares of our Class A Common Stock were authorized for issuance pursuant to awards granted thereunder. At the Company’s 2022 Annual Stockholders Meeting, and at the Company’s 2025 Special Meeting of Stockholders, our stockholders authorized an additional 2,100,000 shares and 4,000,000 shares, respectively, of our Class A Common Stock for issuance pursuant to awards granted thereunder. As of June 30, 2025, 4,184,925 shares of Class A Common Stock were authorized and available for issuance pursuant to awards granted under the SICP. The Company’s executive officers are eligible to earn incentive compensation consisting of equity-based awards, as well as cash bonuses, based on the achievement of certain individual and/or Company performance goals set by the Compensation Committee.

The LightPath Technologies, Inc. Employee Stock Purchase Plan (“2014 ESPP”) was adopted by the Company’s Board of Directors on October 30, 2014 and approved by the Company’s stockholders on January 29, 2015. The 2014 ESPP expired on January 29, 2025. A new Employee Stock Purchase Plan (“2025 ESPP”) was approved by the stockholders on June 16, 2025 with the first offering period beginning July 1, 2025. The 2014 ESPP permitted employees to purchase Class A Common Stock through payroll deductions, which may not exceed 15% of an employee’s compensation, at a price not less than 85% of the market value of the Class A Common Stock on specified dates (June 30 and December 31). In no event could any participant purchase more than $25,000 worth of shares of Class A Common Stock in any calendar year and an employee could not purchase more than 8,000 shares on any purchase date within an offering period of 12 months and 4,000 shares on any purchase date within an offering period of six months. This discount of approximately $400 and $4,000 for each of the fiscal years ended June 30, 2025 and 2024, respectively, is included in the selling, general and administrative expense in the accompanying Consolidated Statements Comprehensive Income (Loss), which represents the value of the 10% discount given to the employees purchasing stock under the 2014 ESPP.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

These plans are summarized below:

Equity Compensation Arrangement |  | Award Shares Authorized |  |  | Outstanding at June 30, 2025 |  |  | Available for Issuance at June 30, 2025 |
SICP (or Omnibus Plan) |  |  | 11,215,625 |  |  |  | 1,923,484 |  |  |  | 4,184,925 |
2025 ESPP |  |  | 400,000 |  |  |  | — |  |  |  | 400,000 |
|  |  | 11,615,625 |  |  |  | 1,923,484 |  |  |  | 4,584,925 |

Grant Date Fair Values and Underlying Assumptions; Contractual Terms —The Company estimates the fair value of each equity option as of the date of grant. The Company uses the Black-Scholes-Merton pricing model. The 2014 ESPP fair value was the amount of the discount the employee obtained at the date of the purchase transaction.

Most stock options granted vest ratably over two to four years and are generally exercisable for ten years. The assumed forfeiture rates used in calculating the fair value of RSU grants was 0%, and the assumed forfeiture rates used in calculating the fair value of options for performance and service conditions were 20% for each of the years ended June 30, 2025 and 2024. The volatility rate and expected term are based on seven-year historical trends in Class A Common Stock closing prices and actual forfeitures. The interest rate used is the U.S. Treasury interest rate for constant maturities.

The Company estimated the fair value of each stock award as of the date of grant using the following assumptions:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Weighted-average expected volatility |  |  | 74.0 | % |  |  | 74.0 | %
Dividend yields |  |  | 0 | % |  |  | 0 | %
Weighted-average risk-free interest rate |  |  | 4.09 | % |  |  | 3.98 | %
Weighted-average expected term, in years |  |  | 7.50 |  |  |  | 7.49 |

Restricted Stock Awards

RSAs are granted primarily to our executive officers, employees and consultants, and typically vest over a one to three year period from the date of grant, although some may vest immediately upon grant. The stock underlying RSAs is issued upon vesting.

Restricted Stock Units

RSUs are granted primarily to our directors, although RSU awards may also be made to executive officers, employees and consultants. RSUs typically vest over a one to four year period from the date of grant, although some may vest immediately upon grant.

The Company issues new shares of Class A Common Stock upon the exercise of stock options and upon vesting of RSUs and RSAs, unless the recipient has elected to defer receipt of shares under the applicable IRS rules.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Information Regarding Current Share-Based Payment Awards — A summary of the activity for share-based payment awards in the years ended June 30, 2025 and 2024 is presented below:

|  | Stock Options |  |  | Restricted Stock Units (RSUs) |  |  | Restricted Stock Awards (RSAs) |
|  |  |  |  | Weighted- |  |  | Weighted- |  |  |  |  |  | Weighted- |  |  |  |  |  | Weighted- |
|  |  |  |  | Average |  |  | Average |  |  |  |  |  | Average |  |  |  |  |  | Average |
|  |  |  |  | Exercise |  |  | Remaining |  |  |  |  |  | Remaining |  |  |  |  |  | Remaining |
|  | Shares |  |  | Price |  |  | Contract |  |  | Shares |  |  | Contract |  |  | Shares |  |  | Contract |
June 30, 2023 |  |  | 534,462 |  |  | $ | 2.03 |  |  |  | 6.1 |  |  |  | 1,596,222 |  |  |  | 1.1 |  |  |  | 101,733 |  |  |  | 0.7 |
Granted |  |  | 28,736 |  |  | $ | 1.74 |  |  |  |  |  |  |  | 543,305 |  |  |  |  |  |  |  | 270,070 |  |  |  |  |
Exercised |  |  | (3,000 | ) |  | $ | 1.38 |  |  |  |  |  |  |  | (843,246 | ) |  |  |  |  |  |  | (191,007 | ) |  |  |  |
Cancelled/Forfeited |  |  | (6,509 | ) |  | $ | 1.45 |  |  |  |  |  |  |  | (46,149 | ) |  |  |  |  |  |  | (19,256 | ) |  |  |  |
June 30, 2024 |  |  | 553,689 |  |  | $ | 2.02 |  |  |  | 5.4 |  |  |  | 1,250,132 |  |  |  | 0.8 |  |  |  | 161,540 |  |  |  | 1.5 |
Granted |  |  | 347,959 |  |  | $ | 2.23 |  |  |  |  |  |  |  | 234,615 |  |  |  |  |  |  |  | 182,352 |  |  |  |  |
Exercised |  |  | (133,078 | ) |  | $ | 1.97 |  |  |  |  |  |  |  | (365,199 | ) |  |  |  |  |  |  | (221,980 | ) |  |  |  |
Cancelled/Forfeited |  |  | (47,951 | ) |  | $ | 2.47 |  |  |  |  |  |  |  | (38,595 | ) |  |  |  |  |  |  | - |  |  |  |  |
June 30, 2025 |  |  | 720,619 |  |  | $ | 2.10 |  |  |  | 7.2 |  |  |  | 1,080,953 |  |  |  | 0.6 |  |  |  | 121,912 |  |  |  | 1.2 |
Awards exercisable/ |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
vested as of |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
June 30, 2025 |  |  | 372,660 |  |  | $ | 1.98 |  |  |  | 4.8 |  |  |  | 718,739 |  |  |  | - |  |  |  | - |  |  |  | - |
Awards unexercisable/ unvested as of |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
June 30, 2025 |  |  | 347,959 |  |  | $ | 2.23 |  |  |  | 9.8 |  |  |  | 362,214 |  |  |  | 0.6 |  |  |  | 121,912 |  |  |  | 1.2 |
|  |  | 720,619 |  |  |  |  |  |  |  |  |  |  |  | 1,080,953 |  |  |  |  |  |  |  | 121,912 |  |  |  |  |

The intrinsic and fair values for share-based payment awards exercised and vested in the years ended June 30, 2025 and 2024 are presented below:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Intrinsic Value - Exercised |  |  |  |  |  |
Stock Options |  | $ | 216,473 |  |  | $ | 720 |
RSUs |  |  | 831,188 |  |  |  | 1,051,976 |
RSAs |  |  | 436,439 |  |  |  | 243,231 |
Fair Value - Vested |  |  |  |  |  |  |  |
Stock Options |  | $ | 42,938 |  |  | $ | 124,744 |
RSUs |  |  | 1,280,694 |  |  |  | 660,449 |
RSAs |  |  | 419,928 |  |  |  | 243,223 |

The intrinsic values of share-based payment awards outstanding and exercisable as of June 30, 2025 and 2024 are presented below:

|  | As of June 30, |
|  | 2025 |  |  | 2024 |
Stock Options |  | $ | 409,082 |  |  | $ | - |
RSUs |  |  | 2,213,716 |  |  |  | 740,062 |

As of June 30, 2025, there was approximately $1.3 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, including share options and RSUs, granted under the Omnibus Plan, through October 2018 and after that date, the SICP. The expected compensation cost to be recognized is as follows:

Fiscal Year Ending: |  | Stock Options |  |  | RSAs |  |  | RSUs |  |  | Total |
June 30, 2026 |  | $ | 178,586 |  |  | $ | 103,709 |  |  | $ | 470,951 |  |  | $ | 753,246 |
June 30, 2027 |  |  | 178,586 |  |  |  | 49,346 |  |  |  | 110,083 |  |  |  | 338,015 |
June 30, 2028 |  |  | 146,784 |  |  |  | - |  |  |  | 18,252 |  |  |  | 165,036 |
|  | $ | 503,956 |  |  | $ | 153,055 |  |  | $ | 599,286 |  |  | $ | 1,256,297 |

There was no unrecognized compensation expense related to the Company’s 2014 ESPP, as all purchases were settled in January 2025.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Acceleration of Vesting — The Company does not generally accelerate the vesting of any stock options, RSUs or RSAs, however in the case of retirements, the Board of Directors may accelerate vesting, which would accelerate expense recognition.

Financial Statement Effects and Presentation — The following table shows total stock-based compensation expense for the years ended June 30, 2025 and 2024, which is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss):

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Stock options |  | $ | 67,486 |  |  | $ | 94,124 |
RSAs |  |  | 439,667 |  |  |  | 260,322 |
RSUs |  |  | 536,311 |  |  |  | 664,577 |
Total |  | $ | 1,043,464 |  |  | $ | 1,019,023 |

11. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of Class A Common Stock outstanding during each period presented. The computation of diluted earnings (loss) per share further assumes the potential dilutive effect of potential Class A Common Stock using the treasury-stock method and if-converted method, as applicable. During periods in which the average market price of the Company's common stock is above the applicable conversion price of the Company's convertible notes, the impact of conversion would be dilutive and such dilutive effect is reflected in diluted EPS. As a result, in periods where the average market price of the Company's common stock is above the conversion price, under the if-converted method, the Company calculates the number of shares issuable under the terms of the convertible notes based on the average market price of the stock during the period, and includes that number in the total diluted shares outstanding for the period. The Warrants and the Series G Convertible Preferred Stock are participating securities as the holders of such instruments participate in the event a dividend is paid on common stock, however the holders do not have a contractual obligation to share in the Company’s losses. As such, losses are attributed entirely to common stockholders. The computations for basic and diluted earnings (loss) per share of Class A Common Stock are described in the following table:

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Net loss |  | $ | (14,873,182 | ) |  | $ | (8,007,346 | )
Accretion of dividends on Series G preferred |  |  | (14,751,134 | ) |  |  | — |
Net loss attributable to stockholders |  | $ | (29,624,316 | ) |  | $ | (8,007,346 | )
Weighted-average common shares outstanding: |  |  |  |  |  |  |  |
Basic number of shares |  |  | 40,874,068 |  |  |  | 37,944,935 |
Diluted number of shares |  |  | 40,874,068 |  |  |  | 37,944,935 |
Loss per common share: |  |  |  |  |  |  |  |
Basic |  | $ | (0.72 | ) |  | $ | (0.21 | )
Diluted |  | $ | (0.72 | ) |  | $ | (0.21 | )

The following weighted-average potential dilutive shares were not included in the computation of diluted earnings per share, as their effects would be anti-dilutive. Potential dilutive shares for the Series G Convertible Preferred Stock, warrants and convertible notes were calculated based on the Exchange Cap in effect for the respective periods:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Options to purchase common stock |  |  | 523,809 |  |  |  | 540,604 |
RSUs and RSAs |  |  | 1,243,331 |  |  |  | 1,249,336 |
Series G convertible preferred & warrants |  |  | 2,583,499 |  |  |  | — |
|  |  | 4,350,639 |  |  |  | 1,789,940 |

12. Defined Contribution Retirement Plans

The Company provides retirement benefits to its U.S.-based employees through two defined contribution retirement plans. These benefits are offered under the LightPath Technologies Inc. 401(k) plan (the “LightPath Plan”) and the G5 Infrared, LLC 401(k) Plan (the “G5 Plan”). The LightPath Plan and the G5 Plan are defined 401(k) contribution plans, administered by third parties, that all U.S. employees, over the age of 18, are eligible to participate in after one month of employment. Under the LightPath Plan, the Company matches 100% of the first 2% of employee contributions. Under the G5 Plan, the Company matches 100% of the first 4% of employee contributions. The Company made matching contributions under these plans of approximately $0.2 million and $0.1 million during the years ended June 30, 2025 and 2024, respectively. The Company is in the process of merging these plans, which is legally required to be completed by December 31, 2025.

13. Leases

The Company has operating leases for its manufacturing and office space. The Company has a lease agreement for its corporate headquarters and manufacturing facility in Orlando, Florida (the “Orlando Lease”). The Orlando Lease was amended effective April 30, 2021 to expand the space and extend the lease term from April 30, 2022, to that certain date that is one hundred twenty-seven (127) months after the date the landlord completes certain work to be done at the leased premises. The landlord’s work was completed in August 2023, and accordingly the lease expires on March 31, 2034. Minimum rental rates for the extension term were established based on annual increases of approximately three percent (3%). Additionally, there is one five-year extension option exercisable by the Company. The minimum rental rates for such additional extension option will be determined at the time an option is exercised and will be based on a “fair market rental rate,” as determined in accordance with the Orlando Lease, as amended.

As of June 30, 2025, the Company, through its wholly-owned subsidiary, G5 Infrared, has a lease agreement for a manufacturing and office facility in Hudson, New Hampshire, which expires November 30, 2026. The Company’s wholly-owned subsidiary, Visimid, has a lease agreement for a manufacturing and office facility in Plano, Texas, which expires October 31, 2026. On July 7, 2025, Visimid entered into a lease agreement for another manufacturing and office facility in Plano, Texas, which commenced September 1, 2025 for a five-year term. The existing facility will be relocated to this larger facility.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

The Company’s wholly-owned subsidiary, LPOIZ, has a lease agreement for a manufacturing and office facility in Zhenjiang, China, which expires December 31, 2027. The Company, through ISP’s wholly-owned subsidiary ISP Latvia, has two lease agreements for a manufacturing and office facility in Riga, Latvia, which leases expire December 31, 2030.

The Company’s facility leases are classified as operating leases. The operating leases for facilities are non-cancelable, expiring in 2026 to 2034. The Company includes options to renew (or terminate) in the lease term, and as part of the ROU assets and lease liabilities, when it is reasonably certain that the Company will exercise that option.

At June 30, 2025, the Company also has obligations under fourteen finance lease agreements, entered into during fiscal years 2023 through 2025, with terms ranging from three to five years. The finance leases are for computer and manufacturing equipment. The finance leases for equipment in Riga, Latvia include financial covenants specific to ISP Latvia.

The Company’s operating lease ROU assets and the related lease liabilities are initially measured at the present value of future lease payments over the lease term. Two of our operating leases include renewal options, which were not included in the measurement of the operating lease ROU assets and related lease liabilities. As most of the Company’s leases do not provide an implicit rate, the Company used its collateralized incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Currently, none of the Company’s leases include variable lease payments that are dependent on an index or rate. The Company is responsible for payment of certain real estate taxes, insurance and other expenses on certain of its leases. These amounts are generally considered to be variable and are not included in the measurement of the ROU asset and lease liability. The Company generally accounts for non-lease components, such as maintenance, separately from lease components. The Company’s lease agreements do not contain any material residual value guarantees or material restricted covenants. Leases with a term of 12 months or less are not recorded on the Consolidated Balance Sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The Company received tenant improvement allowances pursuant to the Orlando Lease. In August 2023, we completed the construction of tenant improvements within the premises subject to our continuing lease for our Orlando facility, of which the landlord provided $2.4 million in tenant improvement allowances. The allowances are included in leasehold improvements and operating lease liabilities and the amount is being amortized over the corresponding lease term. We funded the balance of the tenant improvement costs of approximately $3.7 million.

The components of lease expense were as follows:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Operating lease cost |  | $ | 1,051,861 |  |  | $ | 947,154 |
Finance lease cost: |  |  |  |  |  |  |  |
Depreciation of lease assets |  |  | 171,664 |  |  |  | 95,546 |
Interest on lease liabilities |  |  | 66,608 |  |  |  | 39,972 |
Total finance lease cost |  |  | 238,272 |  |  |  | 135,518 |
Total lease cost |  | $ | 1,290,133 |  |  | $ | 1,082,672 |

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Supplemental balance sheet information related to leases was as follows:

|  | Classification |  | June 30, 2025 |  |  | June 30, 2024 |
Assets: |  |  |  |  |  |  |  |
Operating lease assets |  | Operating lease assets |  | $ | 7,429,378 |  |  | $ | 6,741,549 |
Finance lease assets |  | Property and equipment, net(1) |  |  | 920,569 |  |  |  | 1,063,768 |
Total lease assets |  |  |  | $ | 8,349,947 |  |  | $ | 7,805,317 |
Liabilities: |  |  |  |  |  |  |  |  |  |
Current: |  |  |  |  |  |  |  |  |  |
Operating leases |  | Operating lease liabilities, current |  | $ | 1,254,062 |  |  | $ | 1,059,998 |
Finance leases |  | Finance lease liabilities, current |  |  | 206,518 |  |  |  | 177,148 |
Noncurrent: |  |  |  |  |  |  |  |  |  |
Operating leases |  | Operating lease liabilities, less current portion |  |  | 8,326,250 |  |  |  | 8,058,502 |
Finance leases |  | Finance lease liabilities, less current portion |  |  | 421,363 |  |  |  | 528,753 |
Total lease liabilities |  |  |  | $ | 10,208,193 |  |  | $ | 9,824,401 |

| (1) | Finance lease assets are recorded net of accumulated depreciation of approximately $0.3 million and $0.1 million as of June 30, 2025 and 2024, respectively.

Lease term and discount rate information related to leases was as follows:

Lease Term and Discount Rate |  | June 30, 2025 |
Weighted Average Remaining Lease Term (in years) |  |  |
Operating leases |  |  | 8.0 |
Finance leases |  |  | 2.8 |
Weighted Average Discount Rate |  |  |  |
Operating leases |  |  | 2.9 | %
Finance leases |  |  | 7.0 | %

Supplemental cash flow information:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Cash paid for amounts included in the measurement of lease liabilities: |  |  |  |  |  |
Operating cash used for operating leases |  | $ | 1,189,231 |  |  | $ | 932,122 |
Operating cash used for finance leases |  | $ | 66,608 |  |  | $ | 39,972 |
Financing cash used for finance leases |  | $ | 187,626 |  |  | $ | 131,901 |

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Future maturities of lease liabilities were as follows as of June 30, 2025:

Fiscal year ending: |  | Finance Leases |  |  | Operating Leases |
June 30, 2026 |  | $ | 250,289 |  |  | $ | 1,508,593 |
June 30, 2027 |  |  | 223,640 |  |  |  | 1,381,169 |
June 30, 2028 |  |  | 180,343 |  |  |  | 1,214,136 |
June 30, 2029 |  |  | 57,642 |  |  |  | 1,201,232 |
June 30, 2030 |  |  | — |  |  |  | 1,232,156 |
Thereafter |  |  | — |  |  |  | 4,358,843 |
Total future minimum payments |  |  | 711,914 |  |  |  | 10,896,129 |
Less imputed interest |  |  | (84,033 | ) |  |  | (1,315,817 | )
Present value of lease liabilities |  | $ | 627,881 |  |  | $ | 9,580,312 |

14. Loans Payable

As of June 30, 2025, loans payable consisted of two third-party equipment loans (as defined below) and the Acquisition Notes.

Acquisition Notes

On February 18, 2025, in connection with the closing of the Securities Purchase Agreement (see Note 3, Acquisition of G5 Infrared), we issued the Acquisition Notes. The Acquisition Notes accrue interest at the rate between 10-12% per annum (12% as of June 30, 2025), based on the ratio of indebtedness to EBIDTA of the Company, unless an event of default (as defined in the Acquisition Notes) occurs, at which time the Acquisition Notes would accrue interest at 15% per annum. The Company determined the embedded features related to the payment of variable interest and upon an event of default are clearly and closely related to the Acquisition Notes, and are therefore not bifurcated from the Acquisition Notes. At June 30, 2025, the net carrying value of the convertible promissory notes is $4.6 million, including unamortized debt discount and issuance costs of $0.6 million, and had an effective interest rate of 5.7%. The estimated fair value (Level 3) of the convertible promissory notes approximates its book value as of June 30, 2025.

The Acquisition Notes will mature on February 18, 2027, the second anniversary of the issuance date.

The Acquisition Notes will automatically convert into shares of Series G Convertible Preferred Stock, which are in turn convertible into Conversion Shares, if the EBITDA reported by the Company for the calendar year ending December 31, 2025, is less than approximately $4.9 million, which are in turn convertible into Conversion Shares (the “Automatic Note Conversion”). The Series G Convertible Preferred Stock is convertible into Class A Common Stock. The Company determined that the Automatic Note Conversion did not require bifurcation from the Acquisition Notes as the Automatic Note Conversion (i) is indexed to the Company’s own stock, (ii) is settled in shares, not cash, and (iii) is only exercisable into a fixed number of shares at a fixed exercise price of $1,000 per share once it is triggered to convert and the conversion price can only be adjusted for standard antidilution provisions.

All or part of the Acquisition Notes may, unless converted under the Automatic Note Conversion, be redeemed by the Company prior to the maturity date at a redemption price equal to the portion of principal so redeemed plus all accrued and unpaid interest thereon, provided that if the funds used for redemption were not generated internally by Company operations, the redemption amount will be multiplied by 102%. In addition, following an event of default or upon a change of control, the Purchaser may require the Company to redeem all or any portion of the Acquisition Notes. Notwithstanding anything to the contrary, upon any bankruptcy event of default, the Company will immediately pay the holder an amount in cash representing all outstanding principal and accrued and unpaid interest. The Company determined that these redemption features did not require bifurcation from the Acquisition Notes as these are clearly and closely related to the Acquisition Notes.

The Acquisition Notes include customary affirmative and negative covenants and events of default. Additionally, the Acquisition Notes include financial covenants requiring the Company to maintain a Total Leverage Ratio (as defined in the Acquisition Notes) of not greater than 4.00:1:00 and a Fixed Charge Covered Ratio (as defined in the Acquisition Notes) of greater than 1.20:1.00 for each fiscal quarter beginning with the fiscal quarter ending December 31, 2025.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Bridge Note

On August 6, 2024, we entered into the Bridge Note with Lytton-Kambara Foundation (the “Lender” and also the “Class A Purchaser”) pursuant to which the Lender extended a loan to the Company in the principal amount of $3.0 million (the “Loan”). The Loan is subject to an original issue discount of 7%. After deducting the original issue discount, fees paid to our placement agent, and certain expenses, the Company received net proceeds of $2.7 million. The Bridge Note was unsecured, bore interest at the rate of 12.5% per annum and had a 1-year term, maturing on August 6, 2025 (the “Maturity Date”), at which time the entire principal amount of the Bridge Note and all accrued but unpaid interest would have been due and payable in full.

The Bridge Note and related accrued interest were settled on February 18, 2025, in conjunction with financing for the acquisition of G5 Infrared and the closing of the Securities Purchase Agreement and Class A SPA (see Note 3, Acquisition of G5 Infrared) with the Lytton Buyers. The Bridge Note and $1.5 million of cash was exchanged for: (i) 687,750 shares of Class A Common Stock at a purchase price of approximately $2.15 per share issued in connection with the Class A Common Securities Purchase Agreement; (ii) approximately 1,957 shares of Series G Convertible Preferred Stock issued in connection with the Securities Purchase Agreement; (iii) warrants to purchase 512,091 shares of Class A Common Stock, with an exercise price of $2.58 per share, of which 170,697 were issued in connection with the Class A SPA and 341,394 were issued in connection with the Securities Purchase Agreement and (iii) an Acquisition Note in an aggregate principal amount of approximately $1.2 million issued in connection with the Securities Purchase Agreement. The exchange of the Bridge Note was accounted for as a debt extinguishment as the Conversion Option on the Acquisition Notes is substantive, the warrants, preferred stock, and common stock are equity classified and an exchange of debt for equity other than through an existing conversion feature is accounted for as an extinguishment. The loss on extinguishment of $0.4 million was computed as the difference between (i) the carrying value of the new instruments issued, including the Acquisition Note, the Series G Convertible Preferred Stock, Class A Common Stock, and Warrants. Prior to closing of the Securities Purchase Agreement and Class A SPA, the Lytton Buyers owned a de minimis amount the Company’s equity and therefore the loss was not an in-substance capital transaction and was recognized as a loss on extinguishment of debt in the accompanying consolidated statements of comprehensive income (loss). Third-party costs totaling $0.3 million were recorded as issuance costs and are being amortized using the effective interest method over the term of the Acquisition Note.

Equipment Loans

In December 2020, ISP Latvia entered into an equipment loan with a third party (the “2020 Equipment Loan”), which is also a customer. The 2020 Equipment Loan is collateralized by certain equipment. The initial advance under the 2020 Equipment Loan was 225,000 EUR (or approximately USD $0.3 million), payable in equal installments over 60 months, the proceeds of which were used to make a prepayment to a vendor for equipment to be delivered at a future date. The 2020 Equipment Loan bears interest at a fixed rate of 3.3%. An additional 225,000 EUR (or approximately USD $0.3 million) was drawn in September 2021, which proceeds were paid to the vendor for the equipment, payable in equal installments over 52 months.

In May 2023, ISP Latvia entered into an equipment loan with a third party financial institution (the “2023 Equipment Loan”). The 2023 Equipment Loan is collateralized by certain equipment. The initial advances under the 2023 Equipment Loan totaled 260,258 EUR (or approximately USD $0.3 million), the proceeds of which were used to make prepayments to a vendor for equipment to be delivered at a future date. The final advance for the final payment to the equipment vendor was 132,674 EUR (or approximately USD $0.1 million). The 2023 Equipment Loan is payable over 48 months, with monthly installments beginning January 1, 2024. The 2023 Equipment Loan bears interest at the six-month EURIBOR rate, plus 2.84% (4.89% as of June 30, 2025).

Future maturities of loans payable are as follows:

|  | Acquisition Notes |  |  | Equipment Loans |  |  | Total |
Fiscal year ending: |  |  |  |  |  |  |  |  |
June 30, 2026 |  | $ | — |  |  | $ | 172,567 |  |  | $ | 172,567 |
June 30, 2027 |  |  | 5,195,205 |  |  |  | 115,252 |  |  |  | 5,310,457 |
June 30, 2028 |  |  | — |  |  |  | 76,834 |  |  |  | 76,834 |
Total payments |  | $ | 5,195,205 |  |  | $ | 364,653 |  |  | $ | 5,559,858 |
Unamortized discount to fair value |  |  |  |  |  |  |  |  |  |  | (336,760 | )
Unamortized loan issuance costs |  |  |  |  |  |  |  |  |  |  | (245,541 | )
Loans payable |  |  |  |  |  |  |  |  |  |  | 4,977,557 |
Less current portion |  |  |  |  |  |  |  |  |  |  | (172,567 | )
Non-current portion |  |  |  |  |  |  |  |  |  | $ | 4,804,990 |

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

15. Contingencies

Legal

The Company from time to time is involved in various legal actions arising in the normal course of business. Management, after reviewing with legal counsel all of these actions and proceedings, believes that the aggregate losses, if any, will not have a material adverse effect on the Company’s financial position or results of operations.

In April 2021, the Company terminated several employees of its China subsidiaries, LPOIZ and LPOI, including the General Manager, the Sales Manager, and the Engineering Manager, after determining that they had engaged in malfeasance and conduct adverse to our interests, including efforts to misappropriate certain of our proprietary technology, diverting sales to entities owned or controlled by these former employees and other suspected acts of fraud, theft and embezzlement. In connection with such terminations, the Company’s China subsidiaries engaged in certain legal proceedings with the terminated employees. The Company incurred various expenses associated with its investigation into these matters prior and subsequent to the termination of the employees and the associated legal proceedings. In December 2023, the Company recovered approximately $0.2 million in funds that had been recovered by the Chinese authorities, which is included in other income, net in the accompanying consolidated statements of comprehensive income (loss) for the year ended June 30, 2024. We do not expect to incur additional legal fees or consulting expenses in future periods as we have exhausted nearly all of our legal options and remedies.

Potential Impact of Economic Conditions in China

Due to our operations in China, our business, results of operations, financial condition and prospects may be influenced to a significant degree by economic, political, legal and social conditions in China. China’s economy differs from the economies of other countries in many respects, including with respect to the level of development, growth rate, amount of government involvement, control of foreign exchange and allocation of resources. While China’s economy has experienced significant growth over the past several decades, its growth rate has declined in recent years and may continue to decline. Deteriorating economic conditions in China generally have led to lower demand for our products in China and thus lower revenues and net income for our subsidiaries in China and the Company overall. A continuation of China’s current economic conditions or a further slowdown in the economic growth, an economic downturn, a recession, or other adverse economic conditions in China is likely to have a material adverse effect on our business and results of operations in future quarters.

In addition, China’s export limitations on Germanium and Gallium, two materials that are commonly used in infrared optical components, are becoming increasingly disruptive to our business with adverse impacts. The initial restrictions imposed in July 2023 required all international customers to provide an end user statement for approval before receiving an export license. Following that announcement, supply of Germanium was disrupted, though not completely stopped. This also resulted in significant price increases in the cost of Germanium material. Following these restrictions we had proactively canceled a number of customer orders for Germanium, to reduce our exposure in case of a supply disruption.

Then, in December 2024, China escalated trade tensions with the U.S. by imposing more stringent export restrictions on critical minerals, including Germanium. The Chinese Ministry of Commerce cited national security concerns as the rationale for these measures, which effectively banned shipments of these minerals to the U.S., and significantly limited shipments of those minerals for dual-use applications in many other countries.

As a purchaser of Germanium, we cannot provide any assurance that we will be able to obtain adequate supplies of Germanium, or that the timing or costs of obtaining such raw materials will be acceptable to us. We have taken proactive steps to minimize the orders we accept for Germanium products and therefore minimize our exposure to this risk, and are actively working with our customers to redesign their systems to use our BlackDiamond materials instead of Germanium-based materials. Additionally, we are actively collaborating with our customers to ensure those redesigned systems are tested and qualified as replacements for legacy Germanium-based systems. In some cases, such as complex defense and airborne systems, the re-qualification of such redesigned systems is a lengthy process that can take up to two years. In other systems such as commercial systems and also some specific defense systems, this is a faster process, that takes several months.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

In February 2025, the U.S. announced additional tariffs on goods imported from China, effective immediately, and China announced its intent to follow suit and implement additional tariffs on goods imported to China from the U.S. We utilize a number of strategies to mitigate the current and, hopefully, future impact of tariffs. However, given the uncertainty regarding the current tariffs, as well as the potential for additional trade actions by the U.S. or other countries in the future, any future impact on our operations and financial results is uncertain and these impacts could be more significant than those we have experienced in the past. Further, we can provide no assurance that the strategies we implemented to mitigate the impact of such tariffs or other trade actions will continue to be successful. To the extent that our supply chain, costs, sales, or profitability are negatively affected by the tariffs or other trade actions, our business, financial condition, and results of operations may be materially adversely affected.

Impact of Ongoing Wars

In February 2022, Russian military forces invaded Ukraine. This war has led to ongoing sanctions on Russia, which have had continuing impacts on our supply chain of raw materials, particularly Germanium. Separately, Israel declared war on Hamas in October 2023. Initially, this resulted in a temporary increase in our sales, as Israel worked to replace electro-optical systems that in some cases use our materials. Our sales to customers in this region have since stabilized, however, it is still possible that this war could have a negative impact on our business as a result of the overall economic impact in Israel. In addition to the significant defense related market in Israel, we also serve many commercial related applications and work with commercial companies in Israel, and the business of those customers may be negatively impacted by the war over time. Given the dynamic nature of this situation, we cannot reasonably estimate the impact of either the Russian-Ukraine conflict or the Israel-Hamas war on our financial condition, results of operations or cash flows into the foreseeable future.

16. Foreign Operations

Assets and liabilities denominated in non-U.S. currencies are translated at rates of exchange prevailing on the balance sheet date, and revenues and expenses are translated at average rates of exchange for the period. Gains or losses on the translation of the financial statements of a non-U.S. operation, where the functional currency is other than the U.S. dollar, are reflected as a separate component of equity, which was a cumulative gain of approximately $1.0 million and $0.5 million as of June 30, 2025 and 2024, respectively. During the years ended June 30, 2025 and 2024, we also recognized net foreign currency transaction losses of approximately $0.1 million and gains of approximately $0.1 million, respectively, included in the accompanying consolidated statements of comprehensive income (loss) in the line item entitled “Other income, net.”

Revenues from foreign countries for the fiscal years ended June 30, 205 and 2024 as follows:

|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Revenues: |  |  |  |  |  |
United States |  | $ | 22,956,327 |  |  | $ | 19,289,711 |
Europe |  |  | 9,096,444 |  |  |  | 7,987,135 |
China |  |  | 2,912,179 |  |  |  | 2,513,781 |
Other Asian countries |  |  | 1,004,132 |  |  |  | 1,190,410 |
Rest of world |  |  | 1,233,548 |  |  |  | 745,155 |
|  | $ | 37,202,630 |  |  | $ | 31,726,192 |

Long-lived assets located in foreign countries as of June 30, 2025 and 2024 are as follows:

|  | June 30, 2025 |  |  | June 30, 2024 |
Long-lived assets: |  |  |  |  |  |
United States |  | $ | 45,982,722 |  |  | $ | 24,989,477 |
Latvia |  |  | 4,848,441 |  |  |  | 4,961,741 |
China |  |  | 2,300,608 |  |  |  | 2,615,410 |
|  | $ | 53,131,771 |  |  | $ | 32,566,628 |

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

17. Segment Reporting

The Company has one reportable operating segment, the optics segment that is managed on a consolidated basis. The optics segment designs and manufactures products at locations in the U.S., Europe and Asia and manages the business activities on a consolidated basis. Our Chief Operating Decision Maker (“CODM”) is the chief executive officer. The chief operating decision maker assesses performance for the optics segment and decides how to allocate resources based on consolidated net loss that also is reported on the consolidated statements of comprehensive income (loss) as consolidated net loss. The types of products and services from which the optics segments derives its revenues is described in Note 4, Revenue. The accounting policies of the optics segment are the same as those described in Note 2, Significant Accounting Policies, to these Consolidated Financial Statements. The measure of segment assets is reported on the consolidated balance sheet as total assets. See Note 4, Revenue for detail about revenue by product and service group, and Note 16, Foreign Operations, for geographic information. See Note 18, Supplier and Customer Concentrations, for information about major customers.

The CODM uses consolidated net loss to evaluate income generated from segment assets, and to determine whether to invest in new capabilities related to this segment. The CODM monitors budget to actual results for revenue, gross profit, operating expenses and net loss on a consolidated basis. The CODM reporting package includes non-operating items to reconcile to net income. The following table represents the financial information regularly reviewed by the CODM, in addition to the Consolidated Financial Statements. Interest expense is reported on consolidated statements of comprehensive income (loss) as interest expense, net; depreciation and amortization expense, stock-based compensation expense, and total expenditures for long-lived assets are reported on the consolidated statement of cash flows.

|  | Optics Segment |
|  | Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Revenue |  | $ | 37,202,630 |  |  | $ | 31,726,192 |
Cost of goods sold |  |  | 27,072,516 |  |  |  | 23,094,946 |
Segment gross profit |  |  | 10,130,114 |  |  |  | 8,631,246 |
Less: |  |  |  |  |  |  |  |
Sales & marketing |  |  | 3,153,185 |  |  |  | 2,055,822 |
General & administrative |  |  | 6,560,277 |  |  |  | 5,145,411 |
Corporate |  |  | 6,101,165 |  |  |  | 5,096,150 |
New product development |  |  | 3,063,772 |  |  |  | 2,400,420 |
Loss on disposal of equipment |  |  | 99,334 |  |  |  | 124,584 |
Amortization of intangible assets |  |  | 1,414,817 |  |  |  | 1,635,523 |
Change in fair value of acquisition liabilities |  |  | 1,560,445 |  |  |  | — |
Interest expense, net |  |  | 1,118,213 |  |  |  | 191,862 |
Other non-operating income (expense)(1) |  |  | 1,894,298 |  |  |  | (78,670 | )
Provision for income taxes |  |  | 37,790 |  |  |  | 67,490 |
Segment net loss |  |  | (14,873,182 | ) |  |  | (8,007,346 | )
Reconciliation of profit or loss |  |  |  |  |  |  |  |
Adjustments and reconciling items |  |  | — |  |  |  | — |
Consolidated net loss |  | $ | (14,873,182 | ) |  | $ | (8,007,346 | )

(1) Other non-operating income (expense) includes loss on extinguishment of debt, change in fair value of warrant liability, and other income (expense), net, each of which is presented on the consolidated statements of comprehensive income (loss).

18. Supplier and Customer Concentrations

The Company utilizes a number of glass compositions in manufacturing its molded glass aspheres and lens array products. These glasses or equivalents are available from a large number of suppliers, including CDGM Glass Company Ltd., Ohara Corporation, and Sumita Optical Glass, Inc. Base optical materials, used in certain of the Company’s products, are manufactured and supplied by a number of optical and glass manufacturers. The Company also utilizes major infrared material suppliers located around the globe for a broad spectrum of infrared crystal and glass. Historically, the Company has sourced Germanium from suppliers located in Russia and China. At the start of the war in Ukraine, all purchases of Germanium from vendors in Russia ceased and the Company has been purchasing Germanium only from vendors in China. In 2023, China began imposing export restrictions on Germanium and has continued to increase those restrictions over time, as further described in Note 15, Contingencies, to these Consolidated Financial Statements. The Company believes that a satisfactory supply of such production materials will continue to be available, however, with longer lead times and higher prices for Germanium in particular, although there can be no assurance in this regard.

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LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

In fiscal year 2025, the Company had sales to three customers that comprised an aggregate of approximately 23% of its annual revenue, and 28% of its June 30, 2025 accounts receivable. Sales to these customers as a percentage of our fiscal year 2025 revenue include one customer at 9%, another customer at 7%, and the third customer at 6%. One of these customers comprised 18% of accounts receivable, a second customer comprised 7% of accounts receivable and a third customer comprised 3% of the accounts receivable balance as of June 30, 2025. It should be noted that one of those customers is a G5 Infrared customer, and does not reflect a full year of revenue and therefore has a higher concentration of accounts receivable than revenue. In fiscal year 2024, the Company had sales to three customers that comprised an aggregate of approximately 25% of its annual revenue, and 16% of its June 30, 2024 accounts receivable. Sales to these customers as a percentage of our fiscal year 2024 revenue include one customer at 12%, another customer at 7%, and the third customer at 6%. One of these customers comprised 11% of accounts receivable, a second customer comprised 3% of accounts receivable and a third customer comprised 1% of the accounts receivable balance as of June 30, 2024. The loss of any of these customers, or a significant reduction in sales to any such customer, would adversely affect the Company’s revenues.

In fiscal year 2025, 38% of the Company’s net revenue was derived from sales outside of the U.S., with 91% of foreign sales derived from customers in Europe and Asia. In fiscal year 2024, 39% of the Company’s net revenue was derived from sales outside of the U.S., with 94% of foreign sales derived from customers in Europe and Asia.

19. Subsequent Event

On September 15, 2025, the Company entered into a Securities Purchase Agreement (the “Private Placement SPA”) with Unusual Machines, Inc., a Nevada corporation (“Unusual Machines”), and Ondas Holdings Inc., a Nevada corporation (“Ondas,” together with Unusual Machines, the “Private Placement Buyers”), pursuant to which the Private Placement Buyers agreed to purchase from the Company an aggregate of 1,600,000 shares of Class A Common Stock (the “Private Placement Securities”) at a purchase price of $5.00 per share (the “Private Placement”). The Private Placement closed on September 16, 2025 and the Company received aggregate proceeds from the Private Placement of $8.0 million, before deducting estimated offering expenses of $0.1 million payable by the Company. The Company will use the proceeds from the Private Placement to fund for working capital and other general corporate purposes. The Private Placement SPA contains customary representations, warranties, covenants, conditions and indemnification obligations of the parties.

End of Consolidated Financial Statements

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

| LIGHTPATH TECHNOLOGIES, INC. |
Date: September 25, 2025 | By: | /s/ SHMUEL RUBIN |
|  | Shmuel Rubin |
|  | President & Chief Executive Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ SHMUEL RUBIN |  | September 25, 2025 |  | /s/ ALBERT MIRANDA |  | September 25, 2025
Shmuel Rubin President & Chief Executive Officer (Principal Executive Officer) |  |  |  | Albert Miranda Chief Financial Officer (Principal Financial and Accounting Officer) |  |
/s/ M. SCOTT FARIS |  | September 25, 2025 |  | /s/ THOMAS ELLIS |  | September 25, 2025
M. Scott Faris Director (Chairman of the Board) |  |  |  | Thomas Ellis Director |  |
/s/ S. ERIC CREVISTON |  | September 25, 2025 |  | /s/ JOSEPH MENAKER |  | September 25, 2025
S. Eric Creviston Director |  |  |  | Joseph Menaker Director |  |
/s/ KIMBERLY CRIDER |  | September 25, 2025 |  | /s/ DARCIE PECK |  | September 25, 2025
Kimberly Crider Director |  |  |  | Darcie Peck Director |  |

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