What changed in this filing

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Item 1. Business

2026-09-11 compared with 2025-09-26 · 122 added, 136 removed, 331 unchanged (44% of the section changed)

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(“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.

Today, LightPath is a global company with facilities in the United States and the Republic of Latvia.

Our corporate headquarters is located in Orlando, Florida.

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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.

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.

Through acquisitions, we have continued 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.

ISP and ISP Latvia

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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.

Additionally, G5 Infrared is an industry-leading provider of cutting-edge advanced infrared coatings, including for materials such as LightPath’s BlackDiamond TM (“BlackDiamond”) glass.

G5 Infrared operates from a state-of-the-art manufacturing facility in Hudson, New Hampshire.

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The combination of LightPath and G5 Infrared creates a more robust, vertically-integrated solutions provider.

Amorphous Materials

In January 2026, we acquired the assets of Amorphous Materials, Inc.

through our newly-formed, wholly-owned subsidiary, Amorphous Materials, LLC, a Delaware limited liability company (“AML”).

AML specializes in infrared glass fabrication, and operates from a manufacturing facility in Garland, Texas.

We believe that this acquisition further strengthens LightPath's position as a leader in infrared imaging by expanding our materials portfolio and glass fabrication capabilities.

In February 2023, we combined the operations of our two wholly owned China subsidiaries, LightPath Optical Instrumentation (Shanghai) Co., Ltd (“LPOI”) and LightPath Optical Instrumentation (Zhenjiang) Co., Ltd.

(“LPOIZ”), with LPOIZ as the surviving company.

LPOIZ’s manufacturing facility (the “Zhenjiang Facility”) provided a lower cost structure for production of larger volumes of optical components and assemblies.

In July 2026, we announced that we had entered into a definitive agreement to sell and transfer 100% of our equity interest in LPOIZ, including the Zhenjiang Facility and its operations in China, to Hengtu Optical Technology Co., Ltd., which is owned by members of LPOIZ's incumbent management team.

The transaction is expected to close in September 2026.

As a condition to the sale, LPOIZ agreed to continue to supply products to LightPath as a third-party vendor.

We and our customers support a wide range of industries, including defense, public safety, industrial, commercial, telecom, medical and more.

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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 the industry has evolved, and sensory, visualization, and imaging capabilities have become differentiators among suppliers, there are an increasing number of customers in a myriad of industries with specialized requirements for an expanding array of products that need to be 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.

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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.

Our strategic direction, which is based on our core technological differentiators such as our BlackDiamond glass and proprietary molding technologies, significantly increases our value add to customers.

Management believes this transition, which is occurring both organically and through acquisitions, such as the July 2023 acquisition of Visimid, the February 2025 acquisition of G5 Infrared and the January 2026 acquisition of AML, will position the Company for significant growth and higher profitability in coming years.

These acquisitions have also added to our technological differentiators.

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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.

The acquisition of AML further expanded our portfolio of infrared materials.

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 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.

We continue to re-design products, including G5 Infrared cameras, 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.

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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

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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.

The acquisition of AML in January 2026 further expanded our infrared materials portfolio and expanded our infrared glass manufacturing capabilities.

Today, the different teams across LightPath work well together and leverage each other’s capabilities in design and manufacturing.

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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.

It is estimated that over 60% of the global Germanium supply originates from China, with Russia historically being the second largest supplier, until the trade restrictions related to the Ukraine war.

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 $6,000 per Kg today.

Additionally, supply of Germanium has considerably shrunk and for most customers and applications is not available at all.

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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.

Consistent with our strategic plan, we have focused our development efforts in recent years 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 is centered around thermal imaging, naturally our new product efforts are too.

In fiscal year 2026, that included both enabling technologies such as our BlackDiamond glasses, as well as assemblies and cameras.

Our BlackDiamond glasses are an important enabling technology to much of our assemblies and camera systems.

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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.

Some of those systems are multispectral, meaning they operate in more than one part of the spectrum simultaneously.

Mantis is an uncooled camera that images in both midwave and longwave parts of the spectrum, a capability 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.

We also use the BlackDiamond in some of our camera systems.

We also use 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.

Eliminating Germanium from those cameras was made possible by using a BlackDiamond glass 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 lenses.

That too is an advantage we plan to continue to leverage.

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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.

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.

Our facilities in Orlando, Florida, Plano, Texas, and Hudson, New Hampshire 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.

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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.

This product group also includes revenue from sales of our BlackDiamond glass materials, AML's infrared glass materials, and G5 Infrared’s coating services.

This product group includes both molded, 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.

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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 also 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.

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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.

The latter are produced mainly in Orlando.

Engineering Services Product Group.

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Sales and 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.

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;

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.

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.

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.

Because we offer raw optical materials, semi-finished components and finished assemblies, modules and cameras, we sell to customers positioned at different levels of the supply chain, and our marketing must address several distinct buying groups.

In some cases we sell materials, optical components and assemblies to the same customer through separate programs and separate technical contacts.

Our customers are principally defense prime contractors and system integrators that incorporate our materials, optical components, assemblies and cameras into their own systems, together with government agencies, industrial and laser equipment OEMs, industrial inspection and measurement equipment manufacturers, medical instrumentation manufacturers and research institutions.

We sell primarily to integrators rather than to end users.

Our marketing activities include digital advertising, our website, social media, direct marketing, and technical content directed to design engineers and program technical staff.

As a greater portion of our revenue has come from customized solutions supplied to integrators rather than from standard catalog components, our marketing has placed less emphasis on individual component specifications and more on application requirements, system-level performance and end-user outcomes.

Sales Model and Structure.

Our commercial organization comprises a sales function led by our Senior Vice President of Sales and a business development function, supported by product management and technical project management.

The sales function is responsible for customer relationships, contract vehicles and channel partners.

The business development function is responsible for identifying and qualifying new programs, and includes solutions architecture resources that work with customers on system requirements before a product is specified.

Technical project management coordinates customer requirements with our engineering and manufacturing capacity and supports the development efforts through which we extend our portfolio of capabilities.

Product management is part of our go-to-market organization and supports the positioning and growth of our infrared imaging portfolio.

Sales Team and Channel.

We sell through a direct sales organization covering North America and Europe, supported by sales representatives in certain international territories and by distributors, through which we serve customers in Asia and other regions.

Our products reach customers through several channels:

direct sales to defense prime contractors and system integrators, sales under government contract vehicles, and catalog and stocking distribution for standard products.

Our sales engineers are assigned by account and application.

Because our products are generally designed into a customer’s system, our selling process is technical and consultative, beginning with the customer’s system requirements before a product is specified, and typically involves an extended qualification cycle.

We maintain our website (www.lightpath.com), social media presence, and email communications as channels for technical content and customer engagement.

Information on our website is not incorporated by reference into this report.

We exhibit our products, introduce new offerings and meet with customers, end users and industry participants at defense, security and photonics conferences in North America and Europe.

Events in which we participate on a recurring basis include SPIE Photonics West in San Francisco, California;

SPIE Optifab in Rochester, New York;

the SHOT Show in Las Vegas, Nevada;

the Association of the United States Army (AUSA) Annual Meeting and Exposition in Washington, D.C.;

SOF Week in Tampa, Florida;

AUVSI Xponential;

the Border Security Expo;

and Homeland Security Week in National Harbor, Maryland.

In Europe we participate in DSEI in London, United Kingdom, and Eurosatory in Paris, France, each of which is held biennially in alternating years.

In September 2026 we participated for the first time in MSPO in Kielce, Poland, the largest defense exhibition in Central and Eastern Europe.

We exhibit at certain of these events.

At others we participate without an exhibit, meeting with customers, prime contractors and government program offices on the exhibit floor and attending technical and program briefings.

The composition of the events in which we participate is weighted toward defense and security end markets, consistent with the composition of our revenue.

Our participation supports brand awareness, business development relationships, and insight into customer requirements and technology trends in our target markets.

We are vertically integrated, with offerings ranging from raw optical materials to semi-finished components and finished assemblies, modules and cameras.

We therefore compete at multiple levels of the optics supply chain, and our competitors vary by product group, end market and geography.

In some cases, we are both a supplier to and a competitor of the same company — a customer that purchases optical components or materials from us may also produce infrared cameras that compete with ours.

This is common in the defense industry, where companies routinely supply one another with materials, components and subsystems.

As we broaden our product offerings, add services and expand into additional geographies, our competitive landscape continues to change and we encounter new competitors.

The global market for optical components and assemblies is fragmented and competitive.

We compete principally on optical performance, size and weight, the ability to design or modify a product to a customer’s specific requirements, unit price, delivery lead time and the location of manufacture.

Our manufacturing operations are located in the United States and Latvia.

Our competitive position rests substantially on our precision molded optics technology and on our vertical integration in infrared, which allows us to control design and manufacturing from raw material through finished assembly, including in certain cases sensors and electronics.

Our scale also allows us to pursue lower-volume, application-specific programs that certain larger competitors do not.

Raw material cost and availability are significant competitive factors in infrared.

Germanium pricing has been volatile and supply is affected by export restrictions imposed by producing countries.

Our BlackDiamond family of chalcogenide glasses is engineered to substitute for germanium in many applications, and we sell BlackDiamond materials and molded blanks both to customers and to certain competitors.

Infrared Components.

We compete with suppliers of conventionally fabricated crystalline infrared optics, including single-point diamond-turned germanium, silicon and zinc selenide components, and with regional optical fabrication shops.

Our molding process is intended to reduce cost at moderate volumes relative to diamond turning, though conventional fabrication remains competitive for prototype quantities and for certain apertures and geometries.

In sales of BlackDiamond materials and molded blanks, we compete with germanium and with other engineered infrared glasses, as well as with crystalline materials.

Because a change in optical material generally requires a customer to requalify an existing design, adoption cycles in this product group are long, and material selections tend to persist for the life of a program once qualified.

Constrained germanium availability has increased customer interest in alternative infrared materials, and we believe our BlackDiamond glasses position us to serve applications previously served by germanium optics.

Visible Components.

We compete with volume molders of aspheric lenses located in Asia and with the captive molding operations of larger optics manufacturers.

Competition in this product group is driven substantially by unit price at volume, and we generally compete for applications in which tolerance, coating or qualification requirements exceed what commodity production supports.

Assemblies and Modules and Engineering Services.

Our engineering services product group largely feeds our assemblies and modules product group, and the two share a competitive set.

We encounter three types of competition in these product groups:

Companies offering custom optical design through recurring production.

Competitors in this category generally offer a narrower range of design and manufacturing capability than we do, particularly on programs requiring control of both the optical design and the manufacturing process, or requiring integration of optics with sensors and electronics.

Standard catalog products sold without customization, available from vendors including Ophir Optronics Solutions Ltd.

(a subsidiary of MKS Instruments, Inc.), Controp Precision Technologies Ltd., Teledyne FLIR and Clear Align LLC.

Customers selecting a standard product generally accept trade-offs in size, weight, detection range or power consumption relative to an assembly designed to their system requirements.

Standard products compete effectively where a customer’s requirements can be met without modification, and where program schedule or volume favors an off-the-shelf solution.

Customer in-house engineering.

Some customers, principally large defense prime contractors, design and build optical assemblies internally rather than sourcing them.

Companies in this category are frequently both competitors and customers, and include Lockheed Martin Corporation, Anduril Industries, Inc., Teledyne FLIR, RTX Corporation and Elbit Systems Ltd.

Manufacturing

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 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, ISP Latvia’s 29,000 square feet of production facilities in Riga, Latvia, and LPOIZ’s 39,500 square feet of production facilities in Zhenjiang, China.

As discussed in further detail above, in July 2026 we announced a definitive agreement to divest our Chinese operations, including LPOIZ's Zhenjiang Facility.

We expect this transaction to close in September 2026.

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.

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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 fiscal year 2024, we completed the build out of additional Orlando Facility space, and are currently in the process of further expanding our glass fabrication capacity in this facility.

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.

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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.

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The quality control department contains numerous inspection stations with various equipment to perform optical testing of finished optics.

As discussed in further detail above, in July 2026, we announced that we had signed a definitive agreement to divest our Chinese operations, including LPOIZ's Zhenjiang Facility, and we expect to close this transaction in September 2026.

The Orlando, Zhenjiang, and Riga Facilities are ISO 9001:2015 certified.

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We have taken reasonable security measures to protect our trade secrets and proprietary know-how.

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 are pursuing patents for new products that provide new features, capabilities or other advantages to our customers.

We have recently received a patent directed to using an uncooled broadband camera for flame detection coupled with detection of humans or other low temperature signals within the overall imaging area and have filed a continuation-in-part application to cover additional aspects a detection in the presence of a flame.

We have received a Notice of Allowance 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 in an infrared camera to be used to provide heating on an optic for de-icing or de-fogging.

A patent application 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, has not yet received any action.

We own several registered and unregistered service marks and trademarks (collectively, “marks”) that are used in the marketing and sale of our products.

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United States

November 11, 2031

United States

December 21, 2032

United States

Environmental and Governmental Regulation

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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.

However, two of the three largest customers for fiscal year 2025 are still significant customers, however they were not among the three largest for fiscal year 2026.

Our customer concentration is not static, and our growth is driven by a combination of new customers and growing programs with existing customers.

We continue to diversify our business in order to minimize our sales concentration risk.

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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.

However, those percentages are based on ship-to location, and one of our largest customers integrates products in Europe and ships to their customers in the U.S., so our international sales is actually less than this indicates.

Our employees are critical to providing our customers with the most innovative optics products.

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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.

Any employee additions or terminations over the next twelve months will be dependent upon the actual sales levels realized during the fiscal year.

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.

LightPath offers competitive compensation and benefit packages 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.

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Diversity and Inclusion Initiatives

LightPath is committed to being a diverse and equal opportunity employer.

We strive to create a diverse and inclusive workplace.

LightPath is committed to being an equal opportunity employer and strives to create an inclusive workplace that celebrates diversity of experience.

As a global company, we celebrate diversity.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business