What changed in this filing

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Item 9A. Controls and Procedures

2026-09-11 compared with 2025-09-26 · 575 added, 304 removed, 1176 unchanged (43% of the section changed)

10 unchanged sentences

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.

Management’s assessment of the effectiveness of our internal control over financial reporting as of June 30, 2026, excludes the internal controls of Amorphous Materials, LLC, which was acquired on January 21, 2026.

The acquired business represented approximately 1% of our total assets, excluding goodwill and intangible assets, 3% of our revenue, and 1% of our net loss as of and for the fiscal year ended June 30, 2026.

9 unchanged sentences

Other Information.

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.

(b) During the three months ended June 30, 2026 , 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

49 unchanged sentences

000-27548) filed with the Securities and Exchange Commission on October 31, 2017, and is incorporated herein by reference thereto.

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:

Certificate of Am endment 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.

13 unchanged sentences

000-27548) filed with the Securities and Exchange Commission on July 8, 2014, and is incorporated herein by reference thereto.

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 .

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.

LightPath Technologies, Inc.

37 unchanged sentences

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.

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.

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.

Form of Indemnification Agreement between individual directors and LightPath Technologies, Inc.*

Securities Purchase Agreement, dated September 15, 2025, by and between LightPath Technologies, Inc., Unusual Machines, Inc.

and Ondas Holdings Inc.

filed with the Securities and Exchange Commission on September 15, 2025, and is incorporated herein by reference thereto.

Form of Registration Rights Agreement filed with the Securities and Exchange Commission on September 15, 2025, and is incorporated herein by reference thereto.

Amendment No.

2 to the LightPath Technologies, Inc.

2018 Stock and Incentive Compensation Plan filed as Appendix A with the Securities and Exchange Commission on October 28, 2025 and is incorporated herein by reference thereto.

Underwriting Agreement, dated December 12, 2025, by and among LightPath Technologies, Inc.

Canaccord Genuity LLC, Craig-Hallum Capital Group LLC and the several underwriters named in Schedule I thereto filed with the Securities and Exchange Commission on December 12, 2025 and is incorporated herein by reference thereto.

Asset Purchase Agreement, dated January 20, 2026, by and among LightPath Technologies, Inc., Amorphous Materials, LLC, a Delaware limited liability company, Amorphous Materials, Inc., a Texas corporation and other parties thereto filed with the Securities and Exchange Commission on January 23, 2026 and is incorporated herein by reference thereto.

Form of Restricted Stock Unit Agreement filed with the Securities and Exchange Commission on May 7, 2026 and is incorporated herein by reference thereto.

Form of Stock Option Award Agreement filed with the Securities and Exchange Commission on May 7, 2026 and is incorporated herein by reference thereto.

Securities Purchase Agreement, dated as of June 1, 2026, by and among LightPath Technologies, Inc., North Run Strategic Opportunities Fund I, LP and the purchasers party thereto filed with the Securities and Exchange Commission on June 3, 2026 and is incorporated herein by reference thereto.

Placement Agency Agreement, dated as of June 1, 2026, by and between LightPath Technologies, Inc., North Run Strategic Opportunities Fund I, LP and Craig-Hallum Capital Group LLC filed with the Securities and Exchange Commission on June 3, 2026 and is incorporated herein by reference thereto.

Equity Transfer Agreement, dated as of July 23, 2026, by and among LightPath Technologies, Inc., LightPath (Zhenjiang) Optical Instrumentation Co., Ltd., Hengtu Optical Technology (Nanjing) Co., Ltd.

Leo Zheng filed with the Securities and Exchange Commission on June 3, 2026 and is incorporated herein by reference thereto.

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.

1 unchanged sentence

Consent of BDO USA, P.C.*

Consent of MSL, P.A.*

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*

5 unchanged sentences

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.

XBRL Instance Document*

XBRL Taxonomy Extension Schema Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Definition Linkbase Document*

XBRL Taxonomy Extension Label Linkbase Document*

XBRL Taxonomy Presentation Linkbase Document*

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

Inline XBRL Taxonomy Extension Definition Linkbase Document*

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Presentation Linkbase Document*

The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, formatted in iXBRL.

6 unchanged sentences

Report of Independent Registered Public Accounting Firm – BDO USA, P.C.

Report of Independent Registered Public Accounting Firm – MSL, P.A.

Auditor Firm ID 243

Consolidated Financial Statements:

8 unchanged sentences

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.

We have audited the accompanying consolidated balance sheets of LightPath Technologies, Inc.

(the “Company”) as of June 30, 2026 and 2025, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years 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, 2026 and 2025, and the results of its operations and its cash flows for the years then ended , 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.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

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.

We conducted our audits 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.

As part of our audits, 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.

Our audits 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.

Our audits 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 audits provide 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.

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.

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.

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 critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates 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 matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognition

As described in Note 4 to the consolidated financial statements, the Company’s revenues were $71.7 million for the year ended June 30, 2026.

Revenue is generally recognized upon transfer of control, including the risks and rewards of ownership, of products or services to customers.

The performance obligations for the sale of optical components and assemblies are satisfied at a point in time.

We identified revenue recognition from the sale of optical components and assemblies to customers as a critical audit matter as auditing these revenues was especially challenging due to the extent of audit effort required to address this matter.

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.

Evaluating the timing and amount of revenue recognized for a sample of revenue transactions by inspecting source documents, such as customer contracts, proof of shipment or delivery invoices, and cash receipts.

Evaluating the completeness and accuracy of information produced by the entity.

/s/ BDO USA, P.C.

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

Auditor Firm ID 243

September 10, 2026

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.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in 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

LIGHTPATH TECHNOLOGIES, INC.

2 unchanged sentences

Cash and cash equivalents

$ 93,204,655 $ 4,877,036

Trade accounts receivable, net of allowance of $ 63,162 and $ 24,495

15,112,908 9,455,310

Inventories, net

18,005,559 12,858,838

Prepaid expenses and deposits

3,457,300 1,142,661

Other current assets

116,028 40,150

Total current assets

129,896,450 28,373,995

Property and equipment, net

19,363,026 15,864,061

Operating lease right-of-use assets

8,115,887 7,429,378

Intangible assets, net

17,134,601 15,987,923

19,315,177 13,753,921

Deferred tax assets, net

85,902 22,571

96,578 73,917

$ 194,007,621 $ 81,505,766

Liabilities and Stockholders’ Equity

1 unchanged sentence

Accounts payable

$ 7,686,144 $ 7,421,430

Accrued liabilities

12,779,784 5,686,396

Accrued payroll and benefits

4,139,586 2,359,152

Operating lease liabilities, current

1,189,908 1,254,062

Loans payable, current portion

112,317 172,567

Finance lease obligation, current portion

269,414 206,518

Total current liabilities

26,177,153 17,100,125

Deferred tax liabilities, net

95,084 152,760

Accrued liabilities, noncurrent

Finance lease obligation, less current portion

392,796 421,363

Operating lease liabilities, noncurrent

8,888,227 8,326,250

Loans payable, less current portion

74,878 4,804,990

Total liabilities

35,628,138 31,628,488

Commitments and Contingencies - Note 15

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44,000 shares authorized;

24,956 shares issued and outstanding

6,492 and 24,956 shares issued and outstanding

$ 8,906,686 $ 34,232,510

Stockholders’ equity:

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69,963,045 and 42,949,307 shares issued and outstanding

699,630 429,493

Additional paid-in capital

398,726,619 244,953,346

Accumulated other comprehensive income

Accumulated deficit

1,308,868 978,686

Accumulated deficit

( 251,262,320 ) ( 230,716,757 )

Total stockholders’ equity

149,472,797 15,644,768

Total liabilities, convertible preferred stock and stockholders’ equity

$ 194,007,621 $ 81,505,766

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

2 unchanged sentences

Year Ended June 30,

$ 71,722,099 $ 37,202,630

Cost of sales

45,917,308 27,072,516

25,804,791 10,130,114

Operating expenses:

Selling, general and administrative

24,660,503 15,814,627

New product development

3,784,029 3,063,772

Amortization of intangible assets

1,833,320 1,414,817

Change in fair value of acquisition liabilities

Loss on disposal of property and equipment

15,636,336 1,560,445

(Gain) loss on disposal of property and equipment

( 455,092 ) 99,334

Total operating expenses

Operating loss

45,459,096 21,952,995

Operating loss

( 19,654,305 ) ( 11,822,881 )

Other income (expense):

Interest expense, net

Interest income (expense), net

16,003 ( 1,118,213 )

Loss on extinguishment of debt

( 506,280 ) ( 418,502 )

Change in fair value of warrant liability

— ( 1,353,716 )

Other income (expense), net

Other expense, net

( 86,268 ) ( 122,080 )

Total other income (expense), net

2 unchanged sentences

( 20,230,850 ) ( 14,835,392 )

( 7,939,856 )

Income tax provision

2 unchanged sentences

Foreign currency translation adjustment

Comprehensive loss

330,182 468,750

Comprehensive loss

$ ( 20,215,381 ) $ ( 14,404,432 )

Loss per common share (basic)

$ ( 0.38 ) $ ( 0.36 )

Number of shares used in per share calculation (basic)

53,374,275 40,874,068

Loss per common share (diluted)

$ ( 0.38 ) $ ( 0.36 )

Number of shares used in per share calculation (diluted)

53,374,275 40,874,068

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

8 unchanged sentences

( 215,843,575

$ ( 207,836,229 )

Issuance of preferred stock under private equity placement, net of fees

Issuance of common stock for:

1 unchanged sentence

Exercise of stock options, RSUs & RSAs, net

Issuance of common stock under public equity placement

Shares issued as compensation

Issuance of common stock for acquisition of Visimid

Issuance of common stock for acquisition of G5

Issuance of common stock under private equity placement, net of fees

Issuance of warrants under private equity placement, net of fees

Preferred cumulative dividends plus accretion

Stock-based compensation on stock options, RSUs & RSAs

Reclassification of warrant liability

Foreign currency translation adjustment

( 8,007,346 )

Balances at June 30, 2025

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Exercise of stock options, RSUs & RSAs, net

Shares issued as compensation

Exercise of warrants

Issuance of common stock under private equity placement, net of fees

Issuance of common stock under public equity placements, net of fees

Issuance of common stock for acquisition of Visimid

Issuance of common stock for acquisition of Amorphous

Issuance of common stock for acquisition of G5

Issuance of common stock under private equity placement, net of fees

Issuance of warrants under private equity placement, net of fees

Preferred cumulative dividends plus accretion

( 14,751,134 )

Conversion of Series G Preferred to Common

Stock-based compensation on stock options, RSUs & RSAs

Reclassification of warrant liability

Foreign currency translation adjustment

( 14,873,182 )

Balances at June 30, 2026

( 251,262,320

$ ( 230,716,757 )

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

4 unchanged sentences

$ ( 20,545,563 ) $ ( 14,873,182 )

$ ( 8,007,346 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

5,038,066 4,149,240

Interest from amortization of loan issuance costs

90,124 213,829

Amortization of fair value of loan

90,321 71,215

Loss on extinguishment of debt

506,280 418,502

Change in fair value of warrant liability

Change in fair value of acquisition earnout liabilities

Loss on disposal of property and equipment

15,636,336 1,560,445

Earnout payment for acquisition of G5, net of financing portion

( 3,813,587 ) —

(Gain) loss on disposal of property and equipment

( 455,092 ) 99,334

Stock-based compensation on stock options, RSUs & RSAs, net

2,861,795 1,043,464

Provision for credit losses

( 44,090 ) ( 3,014 )

Change in operating lease assets and liabilities

( 188,686 ) ( 273,624 )

Inventory write-offs to allowance

368,891 143,362

Deferred taxes

( 121,007 ) ( 221,977 )

Changes in operating assets and liabilities, net of acquisitions:

3 unchanged sentences

( 75,878 ) 91,027

( 5,062,213 ) ( 1,385,690 )

Prepaid expenses and deposits

( 2,242,800 ) ( 325,915 )

Accounts payable and accrued liabilities

Net cash (used in) provided by operating activities

3,310,607 2,234,145

Net cash used in operating activities

( 10,225,188 ) ( 8,331,390 )

Cash flows from investing activities:

1 unchanged sentence

( 6,268,334 ) ( 1,262,302 )

( 2,182,805 )

Proceeds from sale of equipment

Proceeds from sale-leaseback of equipment

Acquisition of G5

475,000 10,648

Acquisition of Visimid, net of cash acquired

Net cash used in investing activities

Acquisition of Amorphous

( 7,000,111 ) —

Acquisition of G5 Infrared

— ( 18,486,669 )

Net cash used in investing activities

( 12,793,445 ) ( 19,738,323 )

Cash flows from financing activities:

1 unchanged sentence

Proceeds from sale of common stock from Employee Stock Purchase Plan

24,862 14,385

Proceeds from issuance of common stock under public equity placement

112,337,122 —

Proceeds from issuance of common stock under private equity placement, net of fees

7,894,045 437,725

Proceeds from issuance of preferred stock under private equity placement, net of fees

Proceeds from issuance of warrants under private equity placement, net of fees

Earnout payment for acquisition of G5, net of operating portion

( 3,536,471 ) —

Deferred payment for acquisition of Visimid

— ( 125,000 )

Borrowings on loans payable

Loan issuance costs

— ( 597,465 )

Payments on loans payable

1 unchanged sentence

Repayment of finance lease obligations

Net cash provided by (used in) financing activities

( 236,240 ) ( 187,626 )

Net cash provided by financing activities

111,024,299 29,296,277

Effect of exchange rate on cash and cash equivalents

Change in cash, cash equivalents and restricted cash

321,953 170,204

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

Change in cash and cash equivalents

88,327,619 1,396,768

Cash and cash equivalents, beginning of period

4,877,036 3,480,268

Cash and cash equivalents, end of period

$ 93,204,655 $ 4,877,036

Supplemental disclosure of cash flow information:

Interest paid in cash

$ 409,637 $ 273,476

Income taxes paid

$ 325,636 $ 206,121

Supplemental disclosure of non-cash investing & financing activities:

Purchase of equipment through finance lease arrangements

$ 275,471 $ 93,048

Operating right-of-use assets acquired in exchange for operating lease liabilities

$ 1,956,911 —

Issuance of common stock for acquisition of Visimid

Issuance of common stock for acquisition of G5

Accrual of earnout consideration for acquisiton of G5

$ 350,000 $ 713,946

Issuance of common stock for acquisition of G5, including earnouts

$ 3,572,314 $ 4,872,068

Issuance of common stock for acquisition of AML, including earnouts

$ 1,570,445 —

Accrual of earnout consideration for acquisition of G5

— $ 3,536,471

Accrual of earnout consideration for acquisition of AML

$ 1,780,000 —

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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Management believes that the combination of LightPath and G5 Infrared creates a more robust, vertically-integrated solutions provider.

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

through our newly-formed, wholly-owned subsidiary, Amorphous Materials LLC (“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.

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.

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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 domestic cash accounts are maintained in several financial institutions, and balances may exceed Federal insured limits at times.

The Company’s foreign cash accounts are not insured.

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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.

Amortizable intangible assets consist primarily of customer relationships, developed technology and tradenames.

When determining the fair value of our intangible assets, estimates and assumptions about future expected revenue and remaining useful lives are used.

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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.

Impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds its 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.

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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.

Our cash and cash equivalents totaled approximately $ 93.2 million at June 30, 2026 .

Of this amount, approximately 4 % was held by our foreign subsidiaries in China and Latvia.

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

Cost of goods sold consists primarily of raw materials and purchased components, direct manufacturing labor, and allocated manufacturing overhead.

Manufacturing overhead includes production-related personnel costs, facility and equipment costs, depreciation, quality assurance, procurement, production control, and manufacturing engineering costs.

Cost of goods sold also includes provisions for excess and obsolete inventory and inventory valuation adjustments are expensed as incurred.

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.

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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.

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 historical trends in common stock closing prices and the expected term was determined based primarily on historical experience of previously outstanding awards.

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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.

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

The respective carrying value of accounts receivable, accounts 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.

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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.

In connection with the acquisitions of G5 Infrared and AML, the Company also valued the earnout liabilities and the intangible assets acquired using Level 3 fair value methods.

See Note 3, Acquisitions , to these Consolidated Financial Statements for additional information.

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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.

The Company operates principally in one reportable business segment.

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 ):

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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, 2026 that are expected to have a material impact on the Consolidated Financial Statements.

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).

Recently Adopted 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.

The Company adopted ASU 2023 - 09 effective July 1, 2025, and applied the guidance on a prospective basis.

The adoption of ASU 2023 - 09 did not have a material impact on the Company’s consolidated financial statements, but resulted in expanded income tax disclosures.

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

The Transaction closed on January 21, 2026 ( the “AML Acquisition Date”).

Aggregate consideration payable by the Company to Seller under the Asset Purchase Agreement in connection with the Transaction will not exceed $ 10.0 million and consists of (i) a cash payment of $ 7.0 million that was paid at closing (the “Cash Consideration”) and (ii) contingent consideration that will not exceed $ 3.0 million (the “Contingent Consideration”).

The Contingent Consideration, if earned, is payable in shares of the Company's Class A common stock, $ 0.01 par value, ("Common Stock"), to be issued in up to six tranches of $ 500,000 each divided by the LPTH Stock Price (as calculated pursuant to the Asset Purchase Agreement) upon the achievement of certain milestones set forth in the Asset Purchase Agreement (each, a "Contingent Consideration Payment").

We accounted for the acquisition of AML 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 AML Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill.

As of January 20, 2026, Seller satisfied the first milestone contemplated by the Contingent Consideration Payments and received an aggregate of 39,897 shares of Class A Common Stock (or approximately $ 544,000 at fair value, determined by multiplying the number of shares issued by the fair value of the Class A Common Stock on the AML Acquisition Date).

The remaining estimated potential earnout was accrued based on a third -party valuation and was recorded in Accrued liabilities based on its fair value as of the AML Acquisition Date.

On March 10, 2026 and June 4, 2026 following the achievement of additional milestones, an additional 43,621 and 30,838 shares of Class A Common Stock were issued, respectively, (or approximately $ 483,000 and $ 543,000 at fair value as of the issuance dates, respectively).

Fair value adjustments of $ 0.7 million for the year June 30, 2026 are included in “Change in fair value of acquisition liabilities” in the accompanying Consolidated Statement of Comprehensive Income (Loss).

The remaining potential earnout is estimated at $ 1.4 million and is included in Accrued liabilities in the accompanying Consolidated Balance Sheet as of June 30, 2026.

LIGHTPATH TECHNOLOGIES, INC.

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.

As of the AML Acquisition Date, the preliminary fair value of the aggregate consideration was approximately $ 9.2 million which consisted of (i) the Cash Consideration, (ii) 39,897 shares of Class A Common Stock (or approximately $ 544,000 at fair value, determined by multiplying the number of shares issued by $ 13.64 per share, which was the closing price on the AML Acquisition Date), and (iii) potential earnout consideration subject to achievement of five additional technical milestones, as defined in the Asset Purchase Agreement.

As of the AML Acquisition Date, the fair value of consideration transferred consisted of the following:

Cash consideration

Net working capital adjustment

Equity portion of consideration

Earnout portion of consideration

Selling expense at closing

Fair value of consideration transferred

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, 2026.

The following table summarizes the allocation of the fair value of consideration transferred to assets acquired and liabilities assumed as of the AML Acquisition Date and the adjustments recognized during the measurement period:

Preliminary as of

Adjustments, Net

June 30, 2026

Accounts receivable

$ 155,324 $ — $ 155,324

455,399 — 455,399

Property and equipment

182,050 — 182,050

5,561,256 — 5,561,256

Other intangible assets

2,980,000 — 2,980,000

Total assets acquired

$ 9,334,029 $ — $ 9,334,029

Accounts payable

27,994 — 27,994

Accrued liabilities

97,134 ( 80,520 ) 16,614

Current deposits

39,989 — 39,989

Total liabilities assumed

$ 165,117 $ ( 80,520 ) $ 84,597

Net assets acquired

$ 9,168,912 $ 80,520 $ 9,249,432

Measurement period adjustments include fair value adjustments during the fiscal quarter ended June 30, 2026, related to accrued liabilities for employee benefits.

The net impact of the aforementioned adjustments were offset by a net working capital adjustment, resulting on no change to goodwill.

Intangible assets – All intangible assets acquired in the acquisition of AML are subject to amortization.

The fair value of identifiable intangible assets acquired as of the AML Acquisition Date is as follows:

Intangible Asset

Developed technology

Customer relationships

LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Goodwill – The $ 5.6 million of goodwill recognized is attributable to AML’s assembled workforce and expected synergies related to the expansion of our infrared glass portfolio and manufacturing capabilities.

The acquired goodwill is expected to be deductible for Federal income tax purposes.

See Note 7, Goodwill and Intangible Assets, in these Notes to the accompanying Consolidated Financial Statements for further information.

The Company’s Consolidated Financial Statements reflect the financial results of AML beginning on the AML Acquisition Date.

Revenue generated by AML from the AML Acquisition date through June 30, 2026 is approximately $ 2.2 million and is included in our infrared components product group, with a net loss of $ 0.2 million, including amortization of intangible assets.

For the year ended June 30, 2026, we incurred approximately $ 0.3 million in acquisition costs which are included in the accompanying Consolidated Statements of Comprehensive Income in the line item entitled “Selling, general and administrative.”

Unaudited consolidated pro forma information is provided below, in combination with the acquisition of 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.

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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).

During the year ended June 30, 2026, the first earnout period ended and based on the targets achieved, the first earnout payment was made to the G5 Sellers for $ 7.3 million in cash and $ 3.2 million in shares of Class A Common Stock ( 297,445 shares, or $ 3.6 million at fair value as of the issuance date).

On April 16, 2026, we executed a side letter agreement with the G5 Sellers which set the year two earnout payment amount and accelerated the payment timeline.

Pursuant to the agreement, the earnout amount will be $ 9 million, comprised of $ 6.3 million in cash and $ 2.7 million in shares of Class A Common Stock, to be paid after January 1, 2027 and on or before January 15, 2027.

As of June 30, 2026 , the earnout liability was adjusted to $ 9.0 million.

Fair value adjustments of $ 15.0 million and $ 1.4 million for the years ended June 30, 2026 and 2025 are included in “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.

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Accounts receivable

$ 1,897,098 $ — $ 1,897,098

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

2,977,344 4,012,450 6,989,794

Other intangible assets

19,295,000 ( 5,543,000 ) 13,752,000

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

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Operating lease liabilities, noncurrent

242,620 — 242,620

Total liabilities assumed

2 unchanged sentences

$ 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.

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Intangible Asset

Developed technology

Customer relationships

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.

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 developed technology 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.

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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.

In connection with the acquisition of G5 Infrared, we recorded acquisition costs of $ 1.1 million for the year ended June 30, 2025, which were included in the “Selling, general and administrative expenses” line item in our Consolidated Statements of Operations.

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 following table presents unaudited pro forma financial results of the operations acquired with G5 Infrared and AML.

The pro forma results 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 of G5 Infrared was completed on the first day of our fiscal 2024, July 1, 2023, and as if the acquisition of AML was completed on the first day of our fiscal year 2025, July 1, 2024.

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,

Income before taxes

$ 73,280,192 $ 52,828,817

Income before taxes

$ ( 20,052,850 ) $ ( 8,842,465 )

LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Vismid Technologies

In July 2023, the Company acquired Visimid.

The purchase price included certain installment payments of restricted stock, of which 112,323 and 382,253 shares were issued during the years ended June 30, 2026 and 2025, respectively, and an earnout which is contingent upon the award and completion of a specific customer contract.

The balance of the estimated potential earnout is not material and is included in Accrued liabilities in the accompanying Consolidated Balance Sheet as of June 30, 2026 .

Certain of the 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 in the “Change in fair value of acquisition liabilities” in the accompanying Consolidated Statement of Comprehensive Income (Loss).

Product Revenue

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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.

Revenue from the sale of optical components, assemblies and modules 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.

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(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:

Revenue by product group for the fiscal years ended June 30, 2026 and 2025 was as follows, with certain fiscal year 2025 amounts reclassified from infrared components to assemblies and modules to conform to current classification:

Year Ended June 30,

Infrared components

$ 21,196,156 $ 13,905,784

Visible components

15,492,707 11,736,549

Assemblies and modules

31,879,418 8,373,101

Engineering services

3,153,818 3,187,196

Total revenue

$ 71,722,099 $ 37,202,630

Inventories, net

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Raw materials

$ 9,451,766 $ 4,507,764

Work in process

7,953,529 7,321,779

Finished goods

2,917,956 3,053,726

Allowance for obsolescence

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$ 18,005,559 $ 12,858,838

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.

During fiscal years 2026 and 2025 , the Company evaluated all allowed items and disposed of approximately $ 0.4 million and $ 0.1 million, respectively, 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 $ 0.8 million and $ 1.1 million at June 30, 2026 and 2025 , respectively.

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Manufacturing equipment

5 - 10 $ 29,462,865 $ 24,257,063

Computer equipment and software

3 - 5 1,529,767 1,449,494

Furniture and fixtures

5 441,908 398,800

Leasehold improvements

5 - 10 9,807,067 9,411,482

Construction in progress

2,514,238 1,536,968

Total property and equipment

Less accumulated depreciation and amortization

43,755,845 37,053,807

Less accumulated depreciation and amortization

( 24,392,819 ) ( 21,189,746 )

Total property and equipment, net

$ 19,363,026 $ 15,864,061

Depreciation and amortization expense related to property and equipment was $ 3.2 million and $ 2.7 million for the fiscal years ended June 30, 2026 and 2025 , respectively.

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.

In connection with various acquisitions, 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 the respective companies.

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:

Changes in the carrying amount of goodwill were as follows:

Balance as of June 30, 2024

Goodwill acquired during the year

Balance as of June 30, 2025

Goodwill acquired during the year

Balance as of June 30, 2026

We assess goodwill for impairment annually during the fourth quarter or under certain circumstances more frequently, such as when events or circumstances indicate there may be impairment.

The Company performed a qualitative assessment during its fourth quarter in 2026 and determined it was not more likely than not that goodwill was impaired.

The Company did not record any impairment of goodwill or amortizable intangible assets during the fiscal years ended June 30, 2026 or 2025.

Intangible assets were comprised of the following:

June 30, 2026

June 30, 2025

Accumulated Amortization

Customer relationships

Trade secrets

Total intangible assets

Less accumulated amortization

10 - 15 $ 10,422,300 $ ( 2,854,929 ) $ 7,567,371 $ 8,852,300 $ ( 2,191,687 ) $ 6,660,613

Developed technology

8 - 10 9,928,304 ( 4,235,186 ) 5,693,118 8,998,304 ( 3,621,677 ) 5,376,627

Total intangible assets, net

8 - 15 8,096,418 ( 4,272,746 ) 3,823,672 7,706,418 ( 3,981,360 ) 3,725,058

1 914,525 ( 864,085 ) 50,440 824,525 ( 598,900 ) 225,625

Total intangible assets

$ 29,361,547 $ ( 12,226,946 ) $ 17,134,601 $ 26,381,547 $ ( 10,393,624 ) $ 15,987,923

LIGHTPATH TECHNOLOGIES, INC.

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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.

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 Class A 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:

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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).

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The Warrants are valued using the Black-Scholes-Merton pricing model, which includes assumptions of expected volatility.

During the year ended June 30, 2026, all Series G Purchasers Warrants and Class A Purchaser's Warrants were exercised, by means of "cashless exercise" as defined in the respective warrant agreements.

As of June 30, 2026, no warrants were outstanding.

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.

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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 Series G Convertible Preferred Stock 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.

1 unchanged sentence

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.

During the year ended June 30, 2026, certain holders of Series G Convertible Preferred Stock elected "optional conversion," as defined in the certificate of designations.

A total of 18,464 shares of Series G Convertible Preferred Stock, which have a stated value of $ 1,000 per share, were converted into 8,692,097 shares of Class A Common Stock at a conversion price of $ 2.15 per share.

As a result of the conversion, we reclassified $ 25.3 million from temporary equity to common stock and additional paid-in capital.

Following the conversions, 6,492 shares of Series G Convertible Preferred Stock remained issued and outstanding as of June 30, 2026.

LIGHTPATH TECHNOLOGIES, INC.

2 unchanged sentences

(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.

(ii) the Company would choose to redeem the Acquisition Notes at a premium of 102 % prior to the two year maturity date, or (iii) the Acquisition Notes would 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.

The Acquisition Notes were redeemed by the Company on December 31, 2025.

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.

Offering costs – The $ 2.0 million of estimated direct and incremental offering costs recorded in connection with the Acquisition Financing were 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:

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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.

The Acquisition Notes were redeemed by the Company on December 31, 2025.

Refer to Note 14, Loans Payable , for further information regarding the Acquisition Notes.

Offerings of Common Stock

On December 12, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC and Craig-Hallum Capital Group LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “December Offering”) of 7,750,000 shares of Common Stock, at a public offering price of $ 7.75 per share.

Pursuant to the terms of the Underwriting Agreement, the Company granted, and the Underwriters exercised, a 30 -day option to purchase up to an additional 1,162,500 shares of Common Stock in the Offering at the public offering price.

The December Offering closed on December 15, 2025, with net proceeds of $ 65.2 million after deducting underwriting discounts and commissions and other offering expenses paid by the Company.

On June 1, 2026, we entered into a securities purchase agreement with a selling stockholder, North Run Strategic Opportunities Fund I, LP (“North Run”) and certain institutional investors for the purchase and sale of an aggregate of 7,142,800 shares of Class A Common Stock at an offering price of $ 14.00 per share, consisting of 3,571,400 shares of Class A Common Stock sold by the Company and 3,571,400 shares of Class A Common Stock sold by North Run (the "June Offering"), resulting in gross proceeds to us of approximately $ 50.0 million.

The June Offering closed on June 3, 2026, with net proceeds of $ 47.1 million after deducting underwriting discounts and commissions and other offering expenses paid by the Company.

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

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$ ( 20,230,850 ) $ ( 14,835,392 )

$ ( 7,939,856 )

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

Year Ended June 30,

51,246 22,168

231,756 224,743

Total current

283,002 246,911

( 63,330 ) ( 5,798 )

95,041 ( 172,571 )

Total deferred

31,711 ( 209,121 )

Total income tax provision

$ 314,713 $ 37,790

LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

The table below provides the updated requirements of ASU 2023 - 09 for the year ended June 30, 2026.

See section Recent Accounting Pronouncements for additional details on the adoption of ASU 2023 - 09.

The reconciliation of income tax computed at the U.S.

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Year Ended June 30, 2026

Current tax at U.S.

statutory rate

$ ( 4,248,479 ) 21.0 %

State income taxes, net of federal benefit (1)

( 13,657 ) 0.1 %

Foreign tax effects

Latvia - statutory rate differences

( 598,961 ) 3.0 %

Other foreign tax effects

11,865 ( 0.1 )%

Effect of cross-border tax law

848,864 ( 4.2 )%

Federal research and development credit expiration

103,598 ( 0.5 )%

Changes in valuation allowance

3,256,056 ( 16.1 )%

Nondeductible/nontaxable items

173,242 ( 0.9 )%

NOL expiration and adjustments

733,630 ( 3.6 )%

Other adjustments

48,555 ( 0.2 )%

$ 314,713 ( 1.6 )%

The states that contribute to the majority (greater than 50% ) of the tax impact in this category include New Hampshire for 2026.

As previously disclosed for the year ended June 30, 2025, prior to the adoption of ASU 2023 - 09, 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

federal statutory tax rate

2 unchanged sentences

$ ( 3,115,433 )

$ ( 1,667,370 )

Net foreign income subject to lower tax rate

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Prior year true-ups

LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Cash Paid for Income Taxes

Cash taxes paid by the Company during the year ended June 30, 2026 were as follows:

Year Ended June 30, 2026

New Hampshire

China income tax

China withholding tax

Total foreign

Total cash paid for income taxes (net of refunds)

Income Tax Law of the People ’ s Republic of China

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Accordingly, the Company paid and recorded income tax expense for Chinese withholding taxes of approximately $ 0.02 million and $ 0.1 million associated with these dividends during fiscal years 2026 and 2025 , respectively.

Accrued and unpaid withholding taxes were approximately $ 0.04 million as of both June 30, 2025 and 2024.

Accrued and unpaid withholding taxes were less than $ 0.1 million as of both June 30, 2026 and 2025 .

Other than these withholding taxes, these intercompany dividends have no impact on the Consolidated Financial Statements.

We also paid Chinese withholding taxes of $ 0.04 million and $ 0.03 on payments from LPOIZ to LightPath for administrative services rendered during fiscal years 2026 and 2025, respectively.

Law of Corporate Income Tax of Latvia

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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:

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, 2026 and 2025 , with certain fiscal year 2025 amounts reclassified from those previously reported to conform to current classification:

Year Ended June 30,

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Net operating loss carryforwards

$ 10,494,407 $ 10,086,362

Stock-based compensation

342,093 315,311

R&D and other credits

1,849,781 1,954,068

Capitalized R&D expenses

781,803 1,203,265

392,489 331,725

Intangible assets

Lease liability

2,244,816 2,149,965

Disallowed interest expense

180,651 200,821

Accrued expenses and other

2,550,285 540,585

Gross deferred tax assets

Valuation allowance for deferred tax assets

20,349,502 16,782,102

Valuation allowance for deferred tax assets

( 17,789,144 ) ( 13,963,557 )

Total deferred tax assets

2,560,358 2,818,545

Deferred tax liabilities:

Depreciation and other

Right-of-use asset

( 218,395 ) ( 321,825 )

Right-of-use asset

( 2,351,145 ) ( 2,212,710 )

Intangible assets

Total deferred tax liabilities

— ( 414,199 )

Total deferred tax liabilities

( 2,569,540 ) ( 2,948,734 )

1 unchanged sentence

$ ( 9,182 ) $ ( 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.

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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.

As of June 30, 2026, the Company has federal NOL carryforwards of approximately $ 42.0 million, of which $ 14.0 million expire from 2027 to 2034.

Federal NOL carryforwards generated after 2021 of $ 28.0 million are carried forward indefinitely and are subject to an 80 % limitation on taxable income.

The Company also has state NOL carryforwards of approximately $ 33.3 million, of which $ 14.7 million begin expiring in 2027 and approximately $ 18.6 million have an indefinite life.

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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.

Share-based payment arrangements — The Company’s directors, officers, and key employees were granted stock-based compensation under the 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.

To date, our stockholders approved an aggregate of 13,715,625 shares of our Class A Common Stock for issuance pursuant to awards granted thereunder.

As of June 30, 2026 , 2,302,750 shares of Class A Common Stock were authorized and available for issuance pursuant to awards granted under the SICP.

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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.

The 2025 ESPP permits 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 can any participant purchase more than $ 25,000 worth of shares of Class A Common Stock in any calendar year and an employee cannot 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 $ 2,500 and $ 400 for each of the fiscal years ended June 30, 2026 and 2025 , respectively, is included in the selling, general and administrative expense in the accompanying Consolidated Statements of Comprehensive Income (Loss), which represents the value of the discount given to the employees purchasing stock under the respective ESPP plans.

LIGHTPATH TECHNOLOGIES, INC.

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These plans are summarized below:

Equity Compensation Arrangement

Available for

Outstanding at

Equity Compensation Arrangement

June 30, 2026

Available for

June 30, 2026

SICP (or Omnibus Plan)

13,715,625 5,990,473 2,302,750

400,000 — 397,698

14,115,625 5,990,473 2,700,448

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.

Contractual Terms —The Company estimates the fair value of each equity option as of the date of grant, using the Black-Scholes-Merton pricing model.

The fair value of the 2014 ESPP and 2025 ESPP shares is based on 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.

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Weighted-average expected volatility

81.9 % 74.0 %

Dividend yields

Weighted-average risk-free interest rate

4.10 % 4.09 %

Weighted-average expected term, in years

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June 30, 2024

553,689 $ 2.02 5.4 1,250,132 0.8 161,540 1.5

347,959 $ 2.23 234,615 $ 2.52 182,352 $ 1.97

( 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

3,771,565 $ 10.83 564,031 $ 9.88 56,158 $ 9.60

( 7,385 ) $ 1.69 ( 184,279 ) ( 123,522 )

Cancelled/Forfeited

( 9,579 ) $ 1.74 — —

June 30, 2026

Awards exercisable/

4,475,220 $ 9.42 9.2 1,460,705 1.0 54,548 1.1

Awards exercisable/vested as of

June 30, 2026

355,696 $ 1.99 3.9 776,804 — — —

Awards unexercisable/unvested as of

June 30, 2026

4,119,524 $ 10.06 9.7 683,901 2.2 54,548 1.1

4,475,220 1,460,705 54,548

The intrinsic and fair values for share-based payment awards exercised and vested in the years ended June 30, 2026 and 2025 are presented below:

2 unchanged sentences

Stock Options

$ 74,438 $ 216,473

1,550,847 831,188

1,122,476 436,439

Fair Value - Vested

Stock Options

1,941,044 1,280,694

1,090,373 419,928

The intrinsic values of share-based payment awards outstanding and exercisable as of June 30, 2026 and 2025 are presented below:

1 unchanged sentence

Stock Options

$ 4,472,950 $ 409,082

18,516,375 2,213,716

LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

As of June 30, 2026 , there was approximately $ 20.8 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.

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June 30, 2027

$ 4,146,022 $ 219,223 $ 1,994,693 $ 6,359,938

June 30, 2028

4,123,099 52,311 1,745,775 5,921,185

June 30, 2029

3,507,687 — 1,232,433 4,740,120

June 30, 2030

2,211,399 — — 2,211,399

June 30, 2031

1,593,418 — — 1,593,418

$ 15,581,625 $ 271,534 $ 4,972,901 $ 20,826,060

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

LIGHTPATH TECHNOLOGIES, INC.

Notes to Consolidated Financial Statements (continued)

Unrecognized compensation expense related to the Company's 2025 ESPP was approximately $ 7,000 as of June 30, 2026.

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.

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Stock options

$ 1,248,186 $ 67,486

389,389 439,667

1,224,220 536,311

$ 2,861,795 $ 1,043,464

Earnings (Loss) Per Share

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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.

During periods in which the average market price of the Class A 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 Class A 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 Class A 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.

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$ ( 20,545,563 ) $ ( 14,873,182 )

$ ( 8,007,346 )

Accretion of dividends on Series G preferred

2 unchanged sentences

$ ( 20,545,563 ) $ ( 29,624,316 )

$ ( 8,007,346 )

Weighted-average common shares outstanding:

Basic number of shares

53,374,275 40,874,068

Diluted number of shares

53,374,275 40,874,068

Loss per common share:

$ ( 0.38 ) $ ( 0.72 )

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.

1 unchanged sentence

Year Ended June 30,

Options to purchase common stock

Options to purchase Class A Common Stock

3,405,985 523,809

RSUs and RSAs

1,256,174 1,243,331

Series G convertible preferred & warrants

1,776,488 2,583,499

6,438,647 4,350,639

Defined Contribution Retirement Plans

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The Company made matching contributions under these plans of approximately $ 0.4 million and $ 0.2 million during the years ended June 30, 2026 and 2025 , respectively.

The Company is in the process of merging these plans, which is legally required to be completed by December 31, 2025.

As of January 1, 2026, the plans were merged.

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.

The Orlando Lease expires on March 31, 2034.

Minimum rental rates for the extension term were established based on annual increases of approximately three percent ( 3 %).

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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.

As of June 30, 2026 , 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 December 31, 2031.

The Company’s wholly-owned subsidiary, Visimid, has a lease agreement for a manufacturing and office facility in Plano, Texas, which commenced September 1, 2025 for a five -year term.

The prior facility was relocated to this larger facility, and the lease of the prior facility, which was set to expire October 31, 2026, was terminated in March 2026 pursuant to a mutual agreement with the lessor.

LIGHTPATH TECHNOLOGIES, INC.

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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.

At June 30, 2026 , the Company also has obligations under eighteen finance lease agreements, entered into during fiscal years 2023 through 2026, with terms ranging from three to five years.

The finance leases are for computer and manufacturing equipment.

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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:

1 unchanged sentence

Operating lease cost

$ 1,230,379 $ 1,051,861

Finance lease cost:

Depreciation of lease assets

202,758 171,664

Interest on lease liabilities

76,303 66,608

Total finance lease cost

279,061 238,272

Total lease cost

$ 1,509,440 $ 1,290,133

LIGHTPATH TECHNOLOGIES, INC.

6 unchanged sentences

Operating lease assets

$ 8,115,887 $ 7,429,378

Finance lease assets

Property and equipment, net (1)

981,003 920,569

Total lease assets

$ 9,096,890 $ 8,349,947

Operating leases

Operating lease liabilities, current

$ 1,189,908 $ 1,254,062

Finance leases

Finance lease liabilities, current

269,414 206,518

Operating leases

Operating lease liabilities, less current portion

8,888,227 8,326,250

Finance leases

Finance lease liabilities, less current portion

392,796 421,363

Total lease liabilities

$ 10,740,345 $ 10,208,193

Finance lease assets are recorded net of accumulated depreciation of approximately $ 0.5 million and $ 0.3 million as of June 30, 2026 and 2025 , respectively.

12 unchanged sentences

Operating cash used for operating leases

$ 1,420,068 $ 1,189,231

Operating cash used for finance leases

$ 76,304 $ 66,608

Financing cash used for finance leases

$ 236,240 $ 187,626

LIGHTPATH TECHNOLOGIES, INC.

3 unchanged sentences

June 30, 2027

$ 317,879 $ 1,592,796

June 30, 2028

273,762 1,661,093

June 30, 2029

117,056 1,659,508

June 30, 2030

23,883 1,704,464

June 30, 2031

18,373 1,560,939

Total future minimum payments

750,953 11,543,486

Less imputed interest

1 unchanged sentence

Present value of lease liabilities

$ 662,210 $ 10,078,135

Loans Payable

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

As of June 30, 2026 , loans payable consisted of one third -party equipment loan.

During the year ended June 30, 2026 , the Acquisition Notes were redeemed and the 2020 Equipment Loan (as defined below) was paid in full.

The Bridge Note (as defined below) was extinguished during the year ended June 30, 2025.

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 Acquisition Notes accrue interest at the rate between 10 - 12 % per annum ( 12 % as of June 30, 2026 ), based on the ratio of indebtedness to EBITDA 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.

1 unchanged sentence

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 Acquisition Notes would have matured on February 18, 2027 , the second anniversary of the issuance date, but were redeemed by the Company on December 31, 2025, prior to the maturity date, at a redemption price equal to the portion of principal so redeemed plus all accrued and unpaid interest thereon.

Pursuant to the terms of the Acquisition Notes, since the funds used for redemption were not generated internally by Company operations, the redemption amount was multiplied by 102 %.

We recorded a loss on extinguishment of debt of $ 0.5 million during the year ended June 30, 2026, based on the difference between the carrying value of the debt being extinguished and the redemption amount.

The Acquisition Notes were automatically convertible into shares of Series G Convertible Preferred Stock, which were 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 would have been 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.

The Acquisition Notes included customary affirmative and negative covenants and events of default.

Additionally, the Acquisition Notes included 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.

LIGHTPATH TECHNOLOGIES, INC.

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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:

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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.

The loss on extinguishment of $ 0.4 million was computed as the difference between (i) the carrying value of the Bridge Note and (ii) the fair 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

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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.

The 2020 Equipment Loan was paid in full as of December 31, 2025.

In May 2023, ISP Latvia entered into an equipment loan with a third party financial institution (the “2023 Equipment Loan”).

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June 30, 2028

Total payments

Unamortized discount to fair value

Unamortized loan issuance costs

Loans payable

Less current portion

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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

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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.

Following these restrictions we proactively canceled a number of customer orders for Germanium, to reduce our exposure in case of a supply disruption.

Then, in December 2024, China imposed additional restrictions applicable to exports to the United States, including a prohibition on exports of dual-use items to U.S.

military users or for military uses and a policy under which exports of specified gallium- and germanium-related dual-use items to the United States would generally not be licensed.

In November 2025, China suspended the latter U.S.-specific restriction through November 27, 2026.

However, the underlying export-license requirements remain in effect, the restrictions applicable to U.S.

military users and military end uses remain in place, and China may reinstate, extend, or modify its U.S.-specific restrictions.

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.

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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.

Beginning in February 2025, the U.S.

imposed additional tariffs on imports from China, and China imposed retaliatory tariffs and other measures on certain goods imported from the U.S.

Since that time, the United States and China have increased, reduced, suspended, replaced, and otherwise modified various tariff and non-tariff measures, including through bilateral negotiations.

We utilize a number of strategies intended to mitigate the impact of tariffs and other trade restrictions.

However, given the uncertainty regarding the current tariffs, as well as the potential for additional trade actions by the U.S.

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dollar, are reflected as a separate component of equity, which was a cumulative gain of approximately $ 1.3 million and $ 1.0 million as of June 30, 2026 and 2025 , 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:

During the years ended June 30, 2026 and 2025 , we also recognized net foreign currency transaction losses of approximately $ 0.1 million and $ 0.1 million, respectively, included in the accompanying consolidated statements of comprehensive income (loss) in the line item entitled “Other income, net.”

Revenues by geographic area, based on shipping destination, for the fiscal years ended June 30, 2026 and 2025 as follows:

Year Ended June 30,

United States

$ 37,040,332 $ 22,956,327

United Kingdom (1)

14,998,206 3,434,525

7,700,312 2,700,537

4,524,750 2,912,179

Other European countries

4,652,974 2,961,382

Other Asian countries

1,826,708 1,004,132

Rest of world

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

978,817 1,233,548

$ 71,722,099 $ 37,202,630

The majority of shipments to the United Kingdom are for a customer that integrates products in the United Kingdom and returns them to their customers in the U.S.

Long-lived assets by geographic area as of June 30, 2026 and 2025 are as follows:

Long-lived assets:

United States

$ 56,884,880 $ 45,982,722

5,176,771 4,848,441

2,049,520 2,300,608

$ 64,111,171 $ 53,131,771

LIGHTPATH TECHNOLOGIES, INC.

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Year Ended June 30,

$ 71,722,099 $ 37,202,630

Cost of goods sold

45,917,308 27,072,516

Segment gross profit

25,804,791 10,130,114

Sales & marketing

3,626,956 3,153,185

General & administrative

10,751,306 6,560,277

10,282,241 6,101,165

New product development

Loss on disposal of equipment

3,784,029 3,063,772

(Gain) loss on disposal of equipment

( 455,092 ) 99,334

Amortization of intangible assets

1,833,320 1,414,817

Change in fair value of acquisition liabilities

Interest expense, net

15,636,336 1,560,445

Interest (income) expense, net

( 16,003 ) 1,118,213

Other non-operating income (expense)(1)

592,548 1,894,298

Provision for income taxes

Segment net loss

314,713 37,790

Segment net loss

( 20,545,563 ) ( 14,873,182 )

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$ ( 20,545,563 ) $ ( 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).

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 accompanying Consolidated Statements of Comprehensive Income (Loss).

Supplier and Customer Concentrations

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One of these customers comprised 27 % of accounts receivable, a second customer comprised 8 % of accounts receivable and a third customer comprised 9 % of the accounts receivable balance as of June 30, 2026 .

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 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.

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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, 2025 .

For fiscal year 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.

The loss of any of these customers, or a significant reduction in sales to any such customer, would adversely affect the Company’s revenues.

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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.

On July 23, 2026, the Company and LPOIZ entered into an equity transfer agreement (the “ETA”) with Hengtu Optical Technology Co., Ltd.

(the “Purchaser”), and Mr.

Leo Zheng (the “Purchaser Representative”).

The Purchaser is owned by the Purchaser Representative and certain members of the Company’s current management team.

Pursuant to the ETA, and subject to the terms and conditions set forth therein, the Company agreed to sell and transfer one hundred percent ( 100 %) of its interest in LPOIZ to the Purchaser (the “LPOIZ Transaction”) for payment of cash consideration of $ 4,500,000 (the “Purchase Price”).

The Purchase Price is payable in full no later than the fifth anniversary of the closing of the LPOIZ Transaction, with the Purchaser required to pay at least $ 500,000 per year, together with financing interest in an amount equal to four percent ( 4 %) of the principal amount of each Purchase Price installment, all in accordance with the ETA.

In addition, if the Purchaser fails to pay any amount due under the Agreement when due, the Purchaser shall pay damages on the overdue amount at an annual rate of seven percent ( 7 %).

The ETA further provides that during the period commencing on the closing date of the LPOIZ Transaction and ending of the later of (i) the date on which the Purchase Price has been paid in full and (ii) the fifth anniversary of the closing date of the LPOIZ Transaction (such period, the “Restricted Period”), the Company shall have the right to designate an observer at all meetings of the board of directors, shareholders or other governing bodies of LPOIZ.

The Purchaser has also agreed that, during the Restricted Period, (a) a change of control of the Company (as defined in the ETA) shall not occur;

(b) the Company shall not sell, dispose of or otherwise transfer all or substantially all of its assets (including without limitation intellectual property) and/or business to any third party, except for the sale of inventory and products in the ordinary course of business consistent with past practice and the ETA;

and (c) if there is any direct or indirect change in the ownership of LPOIZ or the Purchaser, the Purchaser shall provide a written notice to the Company immediately, and any new direct or indirect shareholder shall execute an acknowledgment in form and substance satisfactory to the Company acknowledging and agreeing to the post-closing restrictions and other applicable terms of the ETA.

Subject to the terms and conditions of the ETA, LPOIZ will receive from the Company certain limited rights and licenses to use specified trademarks in specified territories, including certain transitional trademark rights and a five -year license relating to specified marks.

The ETA also provides LPOIZ with certain rights to use product drawings, tooling, molds, process documentation, technology, know-how and related technical support in connection with LPOIZ’s business following the closing.

The rights and licenses are subject to the scope, duration, territory, quality control, confidentiality, payment, default and termination provisions set forth in the ETA, and the Company and its affiliates retain ownership of their intellectual property except to the extent expressly provided therein.

Additionally, pursuant to the ETA, during the first five years following the closing of the LPOIZ Transaction (the “Exclusive Supply Term”), LPOIZ shall continue to supply products to the Company in a manner consistent with past practice, applicable specifications and agreed upon quality requirements.

The purchase price of such products to be supplied by LPOIZ to the Company shall continue to be cost plus ten percent ( 10 %) following the closing of the LPOIZ Transaction;

provided that for every payment by the Purchaser of $1,000,000 of the principal portion of the remaining balance of the Purchase Price, the cost plus markup percentage for products supplied to the Company shall automatically increase by five percent ( 5 %) (e.g., upon payment of $2,000,000 in principal of the Purchase Price, the purchase price for products supplied to the Company will be cost plus twenty percent ( 20 %).

Upon full payment of the principal amount of the Purchase Price, the purchase price shall be fixed at cost plus thirty percent ( 30 %) and shall not be further adjusted unless otherwise agreed by the parties in writing.

The ETA contains certain mutual post-closing covenants restricting each party’s ability to sell, market or distribute specified products in specified territories during the Exclusive Supply Term.

The LPOIZ Transaction is expected to close in September 2026.

End of Consolidated Financial Statements

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LIGHTPATH TECHNOLOGIES, INC.

September 25, 2025 By:

September 10, 2026

/s/ SHMUEL RUBIN

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September 10, 2026

President & Chief Executive Officer

(Principal Executive Officer)

Albert Miranda

President & Chief Executive Officer

Chief Financial Officer

(Principal Executive Officer)

(Principal Financial and

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Director (Chairman of the Board)

ERIC CREVISTON

/s/ MARK CAYLOR

September 10, 2026

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September 10, 2026

Eric Creviston

Joseph Menaker

/s/ KIMBERLY CRIDER

ERIC CREVISTON

September 10, 2026

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September 10, 2026

Eric Creviston

/s/ KIMBERLY CRIDER

September 10, 2026

Kimberly Crider

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 9A. Controls and Procedures