LIGHTPATH TECHNOLOGIES INC 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As of the end of the fiscal year ended June 30, 2026, we carried out an evaluation, under the supervision and with the participation of members of our management, including our CEO and our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. Our CEO and our CFO have concluded, based on their evaluation, that as of June 30, 2026, our disclosure controls and procedures were effective at the end of the fiscal year to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit with the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. 36 Table of Contents Management ’ s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over financial reporting based on the Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the results of this assessment, our management concluded that our internal control over financial reporting was effective as of June 30, 2026 based on such criteria. In accordance with guidance issued by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Management’s assessment of the effectiveness of our internal control over financial reporting as of June 30, 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. Management is in the process of integrating and standardizing processes for G5 Infrared to conform to LightPath’s control framework. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within LightPath have been prevented or detected. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Auditor ’ s Report on Internal Control over Financial Reporting This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report. Changes in Internal Controls over Financial Reporting There have not been any significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. (b) During the three months ended June 30, 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 37 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2027 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2026 . Item 11. Executive Compensation. The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2027 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2026 . Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2027 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2026, with the exception of those items listed below. Securities Authorized for Issuance Under Equity Compensation Plans. The following table sets forth information with respect to compensation plans under which our equity securities are authorized for issuance as of the end of fiscal year 2026: Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise and grant price of outstanding options, warrants and rights Number of securities remaining available for future issuance Equity compensation plans approved by security holders 5,990,473 $ 8.25 2,302,750 Equity compensation plans not approved by security holders — — — Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2027 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2026. Item 14. Principal Accountant Fees and Services. The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2027 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2026. 38 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements – See Index on page F-1 of this report (2) Financial Statement Schedules – None (b) The following exhibits are filed or furnished, as applicable, herewith as a part of this report Exhibit Number Description 3.1.1 Certificate of Incorporation of LightPath Technologies, Inc., filed June 15, 1992 with the Secretary of State of Delaware, which was filed as Exhibit 3.1.1 to our Annual Report on Form 10-K (File No. 000-25748) filed with the Securities and Exchange Commission on September 10, 2020, and is incorporated herein by reference thereto. 3.1.2 Certificate of Amendment to Certificate of Incorporation of LightPath Technologies, Inc., filed October 2, 1995 with the Secretary of State of Delaware, which was filed as exhibit 3.1.2 to our Annual Report on Form 10-K (File No. 000-25748) filed with the Securities and Exchange Commission on September 10, 2020, and is incorporated herein by reference thereto. 3.1.3 Certificate of Designations of Class A common stock and Class E-1 common stock, Class E-2 common stock, and Class E-3 common stock of LightPath Technologies, Inc., filed November 9, 1995 with the Secretary of State of Delaware, which was filed as Exhibit 3.1.3 to our Annual Report on Form 10-K (File No. 000-25748) filed with the Securities and Exchange Commission on September 10, 2020, and is incorporated herein by reference thereto. 3.1.4 Certificate of Designation of Series A Preferred Stock of LightPath Technologies, Inc., filed July 9, 1997 with the Secretary of State of Delaware, which was filed as Exhibit 3.4 to our Annual Report on Form 10-KSB40 filed with the Securities and Exchange Commission on September 11, 1997, and is incorporated herein by reference thereto. 3.1.5 Certificate of Designation of Series B Stock of LightPath Technologies, Inc., filed October 2, 1997 with the Secretary of State of Delaware, which was filed as Exhibit 3.2 to our Quarterly Report on Form 10-QSB (File No. 000-27548) filed with the Securities and Exchange Commission on November 14, 1997, and is incorporated herein by reference thereto. 3.1.6 Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed November 12, 1997 with the Secretary of State of Delaware, which was filed as Exhibit 3.1 to our Quarterly Report on Form 10-QSB (File No. 000-27548) filed with the Securities and Exchange Commission on November 14, 1997, and is incorporated herein by reference thereto. 3.1.7 Certificate of Designation of Series C Preferred Stock of LightPath Technologies, Inc., filed February 6, 1998 with the Secretary of State of Delaware, which was filed as Exhibit 3.2 to our Registration Statement on Form S-3 (File No. 333-47905) filed with the Securities and Exchange Commission on March 13, 1998, and is incorporated herein by reference thereto. 3.1.8 Certificate of Designation, Preferences and Rights of Series D Participating Preferred Stock of LightPath Technologies, Inc. filed April 29, 1998 with the Secretary of State of Delaware, which was filed as Exhibit 1 to our Registration Statement on Form 8-A (File No. 000-27548) filed with the Securities and Exchange Commission on April 28, 1998, and is incorporated herein by reference thereto. 3.1.9 Certificate of Designation of Series F Preferred Stock of LightPath Technologies, Inc., filed November 2, 1999 with the Secretary of State of Delaware, which was filed as Exhibit 3.2 to our Registration Statement on Form S-3 (File No: 333-94303) filed with the Securities and Exchange Commission on January 10, 2000, and is incorporated herein by reference thereto. 3.1.10 Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed February 28, 2003 with the Secretary of State of Delaware, which was filed as Appendix A to our Proxy Statement (File No. 000-27548) filed with the Securities and Exchange Commission on January 24, 2003, and is incorporated herein by reference thereto. 3.1.11 Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed March 1, 2016 with the Secretary of State of Delaware, which was filed as Exhibit 3.1.11 to our Quarterly Report on Form 10-Q (File No: 000-27548) filed with the Securities and Exchange Commission on November 14, 2016, and is incorporated herein by reference thereto. 3.1.12 Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed October 30, 2017 with the Secretary of State of Delaware, which was filed as Exhibit 3.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on October 31, 2017, and is incorporated herein by reference thereto. 3.1.13 Certificate of Amendment of Certificate of Designations of Class A Common Stock and Class E-1 Common Stock, Class E-2 Common Stock, and Class E-3 Common Stock of LightPath Technologies, Inc., filed October 30, 2017 with the Secretary of State of Delaware, which was filed as Exhibit 3.2 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on October 31, 2017, and is incorporated herein by reference thereto. 3.1.14 Certificate of 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. 39 Table of Contents 3.1.15 Certificate of Designation, Preferences and Rights of Series G Convertible Preferred Stock of LightPath Technologies, Inc., filed February 14, 2025 with the Secretary of State of Delaware, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by references thereto. 3.2.1 Second Amended and Restated Bylaws of LightPath Technologies, Inc., which was filed as Exhibit 3.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on February 2, 2021, and is incorporated herein by reference thereto. 4.1 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended. * 4.2 Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’ s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 13, 2025) 4.3 Form of Note (incorporated by reference to Exhibit 4.2 of the Company’ s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 13, 2025) 10.1 Amended and Restated Omnibus Incentive Plan dated October 15, 2002, as amended, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on October 31, 2017, and is incorporated herein by reference thereto. 10.2 LightPath Technologies, Inc. Employee Stock Purchase Plan effective January 30, 2015, which was filed as Appendix A to our Definitive Proxy Statement on Schedule 14A (File No.: 000-27548) filed with the Securities and Exchange Commission on December 19, 2014, and is incorporated herein by reference thereto. 10.3 Sixth Amendment to Lease dated as of July 2, 2014 between LightPath Technologies, Inc. and Challenger Discovery LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on July 8, 2014, and is incorporated herein by reference thereto. 10.4 LightPath Technologies, Inc. 2018 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on November 19, 2018, and is incorporated herein by reference thereto. 10.5 Employment Agreement between LightPath Technologies, Inc. and Mr. Sam Rubin, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on February 28, 2020, and is incorporated herein by reference thereto. † 10.6 Employment Agreement between LightPath Technologies, Inc. and Mr. Albert Miranda, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on April 22, 2021, and is incorporated herein by reference thereto. † 10.7 Eighth Amendment to Lease Agreement between LightPath Technologies, Inc. and Challenger-Discovery, LLC which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.: 000-27548) filed with the Securities and Exchange Commission on May 17, 2021, and is incorporated herein by reference thereto. 10.8 Ninth Amendment to Lease dated as of September 21, 2021, between LightPath Technologies, Inc. and Challenger Discovery LLC, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on September 27, 2021, and is incorporated herein by reference thereto. 10.9 Investor Relations Consulting Agreement, dated April 11, 2022, by and between LightPath Technologies, Inc. and MZHCI, LLC, which was filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No: 000-27548) filed with the Securities and Exchange Commission on May 12, 2022, and is incorporated herein by reference thereto. 10.10 Form of Securities Purchase Agreement, dated as of January 12, 2023, between the Company and each purchaser named in the signature pages thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on January 12, 2023, and is incorporated herein by reference thereto. 10.11 Bridge Note dated August 6, 2024 by LightPath Technologies, Inc. in favor of Lytton-Kambara Foundation which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No: 000-27548) filed with the Securities and Exchange Commission on August 12, 2024, and is incorporated herein by reference thereto. 10.12 Membership Interest Purchase Agreement, dated February 13, 2025, by and among LightPath Technologies, Inc., G5 Infrared, LLC, the members of G5 Infrared, LLC, and Kenneth R. Greenslade, solely in his capacity as Sellers’ Representative filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto. 40 Table of Contents 10.13 Securities Purchase Agreement, dated February 13, 2025, by and among LightPath Technologies, Inc. and the investors listed on the Schedule of Buyers attached thereto filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto. 10.14 Registration Rights Agreement, dated February 13, 2025, by and among LightPath Technologies, Inc. and each of the several purchasers signatory thereto filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto. 10.15 Securities Purchase Agreement, dated February 13, 2025, by and between LightPath Technologies, Inc. and Lytton-Kambara Foundation filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto. 10.16 First Amendment to Membership Interest Purchase Agreement, dated February 19, 2025, by and between LightPath Technologies, Inc. and Kenneth R. Greenslade, as Sellers’ Representative on behalf of the Sellers filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto. 10.17 Amendment No. 1 to the LightPath Technologies, Inc. 2018 Stock and Incentive Compensation Plan filed as Appendix A with the Securities and Exchange Commission on May 2, 2025, and is incorporated herein by reference thereto. 10.18 LightPath Technologies, Inc. 2025 Employee Stock Purchase Plan filed as Appendix B with the Securities and Exchange Commission on May 2, 2025, and is incorporated herein by reference thereto. 10.19 Form of Indemnification Agreement between individual directors and LightPath Technologies, Inc.* 10.20 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. 10.21 Form of Registration Rights Agreement filed with the Securities and Exchange Commission on September 15, 2025, and is incorporated herein by reference thereto. 10.22 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. 10.23 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. 10.24 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. 10.25 Form of Restricted Stock Unit Agreement filed with the Securities and Exchange Commission on May 7, 2026 and is incorporated herein by reference thereto. † 10.26 Form of Stock Option Award Agreement filed with the Securities and Exchange Commission on May 7, 2026 and is incorporated herein by reference thereto. † 10.27 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. 10.28 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. 10.29 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. and Mr. Leo Zheng filed with the Securities and Exchange Commission on June 3, 2026 and is incorporated herein by reference thereto. 41 Table of Contents 19.1 Guide for Trading in Securities, which was filed as Exhibit 19.1 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 19, 2024, and is incorporated herein by reference thereto. 21.1 Subsidiaries of the Registrant.* 23.1 Consent of BDO USA, P.C.* 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.* 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.* 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code.** 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code.** 97.1 Clawback Policy, which was filed as Exhibit 97.1 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 19, 2024, and is incorporated herein by reference thereto. 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document* 104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, formatted in iXBRL. † Management contract or compensatory plan or arrangement. *filed herewith **furnished herewith. Item 16. Form 10-K Summary. None. 42 Table of Contents LightPath Technologies, Inc. Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm – BDO USA, P.C. Auditor Firm ID 243 F-2 Consolidated Financial Statements: Consolidated Balance Sheets as of June 30, 2026 and 2025 F-4 Consolidated Statements of Comprehensive Income (Loss) for the years ended June 30, 2026 and 2025 F-5 Consolidated Statements of Changes in Stockholders’ Equity for the years ended June 30, 2026 and 2025 F-6 Consolidated Statements of Cash Flows for the years ended June 30, 2026 and 2025 F-7 Notes to Consolidated Financial Statements F-8 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Stockholders and Board of Directors LightPath Technologies, Inc. Orlando, FL Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance 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 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 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 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 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 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 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. F-2 Table of Contents 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: ● 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. Troy, MI September 10, 2026 F-3 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Consolidated Balance Sheets June 30, June 30, Assets 2026 2025 Current assets: 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 Goodwill 19,315,177 13,753,921 Deferred tax assets, net 85,902 22,571 Other assets 96,578 73,917 Total assets $ 194,007,621 $ 81,505,766 Liabilities and Stockholders’ Equity Current liabilities: 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 — 823,000 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 Series G Convertible Preferred Stock; $ 0.01 par value; 44,000 shares authorized; 6,492 and 24,956 shares issued and outstanding $ 8,906,686 $ 34,232,510 Stockholders’ equity: Preferred stock: Series D, $ 0.01 par value, voting; 500,000 shares authorized; none issued and outstanding — — Common stock: Class A, $ 0.01 par value, voting; 94,500,000 shares authorized; 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 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. F-4 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Consolidated Statements of Comprehensive Income (Loss) Year Ended June 30, 2026 2025 Revenue, net $ 71,722,099 $ 37,202,630 Cost of sales 45,917,308 27,072,516 Gross profit 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 15,636,336 1,560,445 (Gain) loss on disposal of property and equipment ( 455,092 ) 99,334 Total operating expenses 45,459,096 21,952,995 Operating loss ( 19,654,305 ) ( 11,822,881 ) Other income (expense): 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 expense, net ( 86,268 ) ( 122,080 ) Total other income (expense), net ( 576,545 ) ( 3,012,511 ) Loss before income taxes ( 20,230,850 ) ( 14,835,392 ) Income tax provision 314,713 37,790 Net loss $ ( 20,545,563 ) $ ( 14,873,182 ) Foreign currency translation adjustment 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. F-5 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Consolidated Statements of Changes in Stockholders' Equity Temporary Equity Accumulated Series G Convertible Class A Additional Other Total Preferred Stock Common Stock Paid-in Comprehensive Accumulated Stockholders’ Shares Amount Shares Amount Capital Income Deficit Equity Balances at June 30, 2024 — — 39,254,643 $ 392,546 $ 245,140,758 $ 509,936 $ ( 215,843,575 ) $ 30,199,665 Issuance of preferred stock under private equity placement, net of fees 24,956 19,481,376 — — — — — — Issuance of common stock for: Employee Stock Purchase Plan — — 9,369 93 14,292 — — 14,385 Exercise of stock options, RSUs & RSAs, net — — 593,791 5,938 ( 2,763 ) — — 3,175 Shares issued as compensation — — 49,000 490 89,180 — — 89,670 Issuance of common stock for acquisition of Visimid — — 382,253 3,823 710,123 — — 713,946 Issuance of common stock for acquisition of G5 — — 1,972,501 19,725 4,852,343 — — 4,872,068 Issuance of common stock under private equity placement, net of fees — — 687,750 6,878 1,584,014 — — 1,590,892 Issuance of warrants under private equity placement, net of fees — — — — 177,445 — — 177,445 Preferred cumulative dividends plus accretion — 14,751,134 — — ( 14,751,134 ) — — ( 14,751,134 ) Stock-based compensation on stock options, RSUs & RSAs — — — — 953,795 — — 953,795 Reclassification of warrant liability — — — — 6,185,293 — — 6,185,293 Foreign currency translation adjustment — — — — — 468,750 468,750 Net loss — — — — — — ( 14,873,182 ) ( 14,873,182 ) Balances at June 30, 2025 24,956 34,232,510 42,949,307 429,493 244,953,346 978,686 ( 230,716,757 ) 15,644,768 Issuance of preferred stock under private equity placement, net of fees — — — — — — — — Issuance of common stock for: Employee Stock Purchase Plan — — 2,302 23 24,839 — — 24,862 Exercise of stock options, RSUs & RSAs, net — — 242,617 2,427 10,076 — — 12,503 Exercise of warrants — — 3,468,698 34,687 ( 34,687 ) — — — Issuance of common stock under private equity placement, net of fees — — 1,600,000 16,000 7,878,045 — — 7,894,045 Issuance of common stock under public equity placements, net of fees — — 12,483,900 124,839 112,212,283 — — 112,337,122 Issuance of common stock for acquisition of Visimid — — 112,323 1,123 348,877 — — 350,000 Issuance of common stock for acquisition of Amorphous — — 114,356 1,143 1,569,302 — — 1,570,445 Issuance of common stock for acquisition of G5 — — 297,445 2,974 3,569,340 — — 3,572,314 Conversion of Series G Preferred to Common ( 18,464 ) ( 25,325,824 ) 8,692,097 86,921 25,238,903 — — 25,325,824 Stock-based compensation on stock options, RSUs & RSAs — — — — 2,956,295 — — 2,956,295 Foreign currency translation adjustment — — — — — 330,182 — 330,182 Net loss — — — — — — ( 20,545,563 ) ( 20,545,563 ) Balances at June 30, 2026 6,492 $ 8,906,686 69,963,045 $ 699,630 $ 398,726,619 $ 1,308,868 $ ( 251,262,320 ) $ 149,472,797 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Consolidated Statements of Cash Flows Year Ended June 30, 2026 2025 Cash flows from operating activities: Net loss $ ( 20,545,563 ) $ ( 14,873,182 ) 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 — 1,353,716 Change in fair value of acquisition earnout liabilities 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: Trade accounts receivable ( 5,578,692 ) ( 2,626,267 ) Other current assets ( 75,878 ) 91,027 Inventories ( 5,062,213 ) ( 1,385,690 ) Prepaid expenses and deposits ( 2,242,800 ) ( 325,915 ) Accounts payable and accrued liabilities 3,310,607 2,234,145 Net cash used in operating activities ( 10,225,188 ) ( 8,331,390 ) Cash flows from investing activities: Purchase of property and equipment ( 6,268,334 ) ( 1,262,302 ) Proceeds from sale of equipment 475,000 10,648 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: Proceeds from exercise of stock options 12,503 3,175 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 — 18,675,026 Proceeds from issuance of warrants under private equity placement, net of fees — 4,620,561 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 — 6,659,596 Loan issuance costs — ( 597,465 ) Payments on loans payable ( 5,471,522 ) ( 204,100 ) Repayment of finance lease obligations ( 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 321,953 170,204 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 $ 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. F-7 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) 1. Organization and History LightPath Technologies, Inc. (“LightPath”, the “Company”, “we”, “us” or “our”) was incorporated in Delaware in 1992. It was the successor to LightPath Technologies Limited Partnership formed in 1989, and its predecessor, Integrated Solar Technologies Corporation formed in 1985. The Company completed its initial public offering during fiscal year 1996. On April 14, 2000, the Company acquired Horizon Photonics, Inc. (“Horizon”). On September 20, 2000, the Company acquired Geltech, Inc. (“Geltech”). In November 2005, we formed LightPath Optical Instrumentation (Shanghai) Co., Ltd (“LPOI”), a wholly-owned subsidiary located in Jiading, People’s Republic of China. In December 2013, we formed LightPath Optical Instrumentation (Zhenjiang) Co., Ltd (“LPOIZ”), a wholly-owned subsidiary located in Zhenjiang, Jiangsu Province, People’s Republic of China. Effective February 28, 2023, the legal entities of LPOI and LPOIZ were merged, with LPOIZ as the surviving company. In December 2016, we acquired ISP Optics Corporation, a New York corporation (“ISP”), and its wholly-owned subsidiary, ISP Optics Latvia, SIA, a limited liability company founded in 1998 under the Laws of the Republic of Latvia (“ISP Latvia”). In July 2023, we acquired Liebert Consulting LLC, dba Visimid Technologies (“Visimid”). Visimid is an engineering and design firm specializing in thermal imaging, night vision and internet of things (“IOT”) applications. Visimid provides design and consulting services for Department of Defense (“DoD”) contractors, commercial and industrial customers, and original equipment manufacturers (“OEMs”) for original new products. Visimid’s core competency is developing and producing custom thermal and night vision cores. We believe that Visimid’s capabilities are aligned with our strategy to focus on engineered solutions. Visimid’s facility is located in Plano, Texas. In February 2025, we acquired G5 Infrared LLC, a New Hampshire limited liability company ( “G5 Infrared”). G5 Infrared is a vertically-integrated manufacturer of infrared camera systems and imaging solutions, specializing in advanced thermal imaging technology and long-range mission-critical detection solutions. G5 Infrared’s existing revenue and future growth pipeline are driven by established multi-year contracts and multiple defense programs of record in shipboard long-range surveillance, border security, and counter unmanned aerial systems (“C-UAS”) systems, as well as recurring federal, naval, and law enforcement programs. Additionally, G5 Infrared is a provider of infrared coatings, including for materials such as LightPath’s BlackDiamond (“BlackDiamond”) glass. G5 Infrared operates from a manufacturing facility in Hudson, New Hampshire. We believe that this acquisition strengthens LightPath’s position as a leader in infrared imaging by expanding the Company’s portfolio to include cooled infrared cameras. Management believes that the combination of LightPath and G5 Infrared creates a more robust, vertically-integrated solutions provider. 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. LightPath designs, develops and manufactures optical components and sub-system level lens assemblies utilizing advanced optical manufacturing processes, and integrated products such as infrared cameras that leverage those capabilities. LightPath products are incorporated into a variety of applications by customers in many industries, including defense products, border security, perimeter security, night vision systems, medical devices, laser aided industrial tools, automotive safety applications, telecommunications, machine vision and sensors, among others. Many of our optical assemblies and sub-systems consist of several products that we manufacture. As used herein, the terms “LightPath,” the “Company,” “we,” “us” or “our,” refer to LightPath individually or, as the context requires, collectively with its subsidiaries on a consolidated basis. 2. Significant Accounting Policies Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Management estimates. Management makes estimates and assumptions during the preparation of the Company’s Consolidated Financial Statements that affect amounts reported in the Consolidated Financial Statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes available, which, in turn, could impact the amounts reported and disclosed herein. Cash and cash equivalents consist of cash in the bank and cash equivalents with maturities of 90 days or less when purchased. The Company maintains its cash accounts in various institutions, generally with high credit ratings. The Company’s domestic cash accounts are maintained in several financial institutions, and balances may exceed Federal insured limits at times. The Company’s foreign cash accounts are not insured. Allowance for credit losses is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off experience and expected future default probabilities based on our ongoing evaluations of our customers’ financial condition. The allowance consists of an amount identified for specific customers and an amount based on overall estimated exposure. Accounts receivable are customer obligations due under normal trade terms, which are generally net 30 days. If the Company’s actual collection experience changes, revisions to its allowance may be required. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. F- 8 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Inventories , which consist principally of raw materials, tooling, work-in-process and finished lenses, collimators and assemblies, are stated at the lower of cost or net realizable value, on a first -in, first -out basis. Inventory costs include materials, labor and manufacturing overhead. Acquisition of goods from our vendors has a purchase burden added to cover customs, shipping and handling costs. Fixed costs related to excess manufacturing capacity are expensed when incurred. The Company looks at the following criteria for parts to consider for the inventory allowance: (i) items that have not been sold in two years and (ii) items that have not been purchased in two years. These items, as identified, are allowed for at 100%, as well as allowing 50% for other items deemed to be slow moving within the last twelve months and allowing 25% for items deemed to have low material usage within the last six months. Items of which we have excess supply are also reserved at 25% to 100%, depending on usage rates. The parts identified are adjusted for recent order and quote activity to determine the final inventory allowance. Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the related assets ranging from one to ten years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the related assets using the straight-line method. Construction in process represents the accumulated costs of assets not yet placed in service. Long-lived assets , such as property, plant, and equipment and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record any impairment of long-lived assets during the fiscal years ended June 30, 2026 and 2025 . Assets to be disposed of would be separately presented in the Consolidated Balance Sheet and reported at the lower of the carrying amount or fair value less costs to sell and would no longer be depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the Consolidated Balance Sheet. Goodwill and amortizable intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods. Purchased intangible assets other than goodwill are amortized over their useful lives unless these lives are determined to be indefinite. Purchased intangible assets are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally two to fifteen years. The Company periodically reassesses the useful lives of its intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Amortizable intangible assets consist primarily of customer relationships, 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. Goodwill is tested for impairment on an annual basis, as of each fiscal year end, and during the period between annual tests if events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable. The Company may assess goodwill for impairment using either a qualitative or quantitative approach. The qualitative approach consists of a weighting of several qualitative factors, including, but not limited to, macroeconomic conditions (including global trade factors), industry and market considerations, the recent and projected financial performance of the reporting unit, changes in the Company's enterprise market value and other relevant factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill. This assessment may require significant judgments, including the estimation of future cash flows and an assessment of market and industry dependent risks. If the Company determines the qualitative factors indicate that the fair value of the reporting unit is greater than its carrying amount, a quantitative goodwill impairment test is not necessary. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the quantitative goodwill impairment test is performed. Impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds 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. When evaluating amortizable intangible assets for potential impairment, the Company first determines if there are any indicators of impairment and if the carrying amount of the amortizable intangible assets might not be recoverable. If there are indicators of impairment, then the Company performs a recoverability test by comparing the carrying value of the assets to the estimated future undiscounted cash flows. If the estimated undiscounted cash flows are less than the carrying value of the assets, the Company calculates an impairment loss. The impairment loss calculation compares the carrying value of its assets to the assets’ estimated fair value. The Company did not record any impairment of goodwill or amortizable intangible assets during the fiscal years ended June 30, 2026 or 2025 . Leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities and operating lease liabilities on the Company’s Consolidated Balance Sheet. Finance leases are included in property, plant and equipment, current portion of long-term debt and long-term debt, net of current portion on the Consolidated Balance Sheets. F- 9 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, the Company uses an estimate of its incremental borrowing rate based on observed market data and other information available at the lease commencement date. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company does not record leases on the Consolidated Balance Sheet with an initial term of one year or less. The Company does not separate lease and non-lease components but rather accounts for each separate component as a single lease component for all underlying classes of assets. Variable lease payments are expensed as incurred and are not included within the operating lease ROU asset and lease liability calculation. Variable lease payments primarily include reimbursements of costs incurred by lessors for common area maintenance and utilities. Lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term. Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are computed on the basis of differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based upon enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances have been established to reduce deferred tax assets to the amount expected to be realized. The Company has not recognized a liability for uncertain tax positions. A reconciliation of the beginning and ending amount of unrecognized tax benefits or penalties has not been provided since there has been no unrecognized benefit or penalty. If there were an unrecognized tax benefit or penalty, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company files United States (“U.S.”) Federal income tax returns, as well as tax returns in various states and foreign jurisdictions. Open tax years subject to examination by the Internal Revenue Service (“IRS”) generally remain open for three years from the filing date. Tax years subject to examination by the state jurisdictions generally remain open for up to four years from the filing date. In Latvia, tax years subject to examination remain open for up to five years from the filing date and, in China, tax years subject to examination remain open for up to ten years from the filing date. Our cash 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. These foreign funds were generated in China and Latvia as a result of foreign earnings. Historically, we considered unremitted earnings held by our foreign subsidiaries to be permanently reinvested. However, during fiscal 2020, we began declaring intercompany dividends to remit a portion of the earnings of our foreign subsidiaries to the U.S. parent company. We accrue for the applicable Chinese withholding taxes on the portion of earnings that we intend to repatriate. It is still our intent to reinvest a significant portion of earnings generated by our foreign subsidiaries, however we also plan to repatriate a portion of their earnings. With respect to the funds generated by our foreign subsidiaries in China, the retained earnings of the legal entity must equal at least 50% of the registered capital before any funds can be repatriated. During fiscal years 2026 and 2025 , we repatriated approximately $ 0.2 million and $ 1.2 million, respectively, from LPOIZ. As of June 30, 2026 , LPOIZ had approximately $ 0.7 million in retained earnings available for repatriation, based on earnings accumulated through December 31, 2025, the end of the most recent statutory tax year, that remained undistributed as of June 30, 2026 . LPOI did not have any earnings available for repatriation as of the date of merger with LPOIZ. Beginning in fiscal year 2019, earnings from the Company’s non-U.S. subsidiaries were subject to the global intangible low-taxed income (“GILTI”) inclusion pursuant to U.S. income tax rules. See Note 9, Income Taxes , to these Consolidated Financial Statements for additional information. Revenue recognition – See Note 4, Revenue , to these Consolidated Financial Statements for additional information. 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. The VAT rates range up to 21 %, depending on the type of products sold. The VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing or acquiring its finished products. The Company recorded VAT receivables and payables on a net basis in the accompanying Consolidated Financial Statements. These amounts were not significant as of June 30, 2026 and 2025 . New product development costs are expensed as incurred. F- 10 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Stock-based compensation is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period. We estimate the fair value of each restricted stock unit or stock option as of the date of grant using the Black-Scholes-Merton pricing model. Our directors, officers, and key employees were granted stock-based compensation through our Amended and Restated Omnibus Incentive Plan, as amended (the “Omnibus Plan”), through October 2018 and after that date, the 2018 Stock and Incentive Compensation Plan (the “SICP”). Most options granted under the Omnibus Plan and the SICP vest ratably over two to four years and generally have ten -year contract lives. The volatility rate is based on historical trends in common stock closing prices and the expected term was determined based primarily on historical experience of previously outstanding awards. The interest rate used is the U.S. Treasury interest rate for constant maturities. The likelihood of meeting targets for option grants that are performance based are evaluated each quarter. If it is determined that meeting the targets is probable, then the compensation expense will be amortized over the remaining vesting period. Fair value of financial instruments. The Company accounts for financial instruments in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820” ), which provides a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable. Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the 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, 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. The fair value of the Company’s finance lease obligations and equipment loans payable approximate their carrying values, based upon current rates available to us. The Company valued certain financial instruments issued in connection with the acquisition of G5 Infrared using Level 3 fair value measurements, including warrants, Series G Convertible Preferred stock and the Acquisition Notes (as defined below). See Note 8, Stockholders ’ Equity , to these Consolidated Financial Statements for additional information regarding the valuation of the acquisition financing. In connection with the 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. Other than as disclosed above, the Company does not have any other financial or non-financial assets or liabilities that would be characterized as Level 1, Level 2 or Level 3 instruments. Debt issuance costs are recorded as a reduction to the carrying value of the related notes payable, by the same amount, and are amortized ratably over the term of the related note. Comprehensive income (loss) is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period, except those resulting from investments by owners and distributions to owners. Comprehensive income (loss) has two components, net income, and other comprehensive income (loss), and is included on the Consolidated Statements of Comprehensive Income (Loss). Our other comprehensive income consists of foreign currency translation adjustments made for financial reporting purposes. F- 11 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Business segments. 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 November 2024, the FASB issued ASU 2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses (“ASU 2024 - 03” ) which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses included in each expense caption on the face of the income statement at interim and annual reporting periods. ASU 2024 - 03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. We are evaluating the impact of ASU 2024 - 03 and expect the standard will only impact our disclosures with no material impact on our operating results, financial position, or cash flows. There are no other new accounting pronouncements issued by the FASB that are not yet effective for the Company for the year ended June 30, 2026 that are expected to have a material impact on the Consolidated Financial Statements. 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. 3. Acquisitions 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. F- 12 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) 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: January 21, Description 2026 Cash consideration $ 7,000,111 Net working capital adjustment ( 76,874 ) Equity portion of consideration 544,195 Earnout portion of consideration 1,780,000 Selling expense at closing 2,000 Fair value of consideration transferred $ 9,249,432 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 Measurement January 21, Period Final as of Description 2026 Adjustments, Net June 30, 2026 Assets: Accounts receivable $ 155,324 $ — $ 155,324 Inventory 455,399 — 455,399 Property and equipment 182,050 — 182,050 Goodwill 5,561,256 — 5,561,256 Other intangible assets 2,980,000 — 2,980,000 Total assets acquired $ 9,334,029 $ — $ 9,334,029 Liabilities: 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: Useful Lives Intangible Asset Total (Years) Backlog $ 90,000 1 Developed technology 930,000 10 Tradename 390,000 10 Customer relationships 1,570,000 10 Total $ 2,980,000 F- 13 Table of Contents 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. G5 Infrared On February 18, 2025 ( the “G5 Acquisition Date”), the Company acquired G5 Infrared pursuant to a Membership Interest Purchase Agreement (the “G5 MIPA”) by and among the Company, G5 Infrared, the G5 Infrared members through the purchase from the members thereof of all of the issued and outstanding membership interests of G5 Infrared (collectively, the “Sellers”), and Kenneth R. Greenslade, solely in his capacity as Sellers’ Representative. G5 Infrared is a vertically-integrated manufacturer of infrared camera systems and imaging solutions, and also provides infrared coatings. G5 Infrared operates from a manufacturing facility in Hudson, New Hampshire. The Company acquired G5 Infrared to expand the Company’s portfolio to include cooled infrared cameras. Net assets and results of operations of G5 Infrared are reflected in our financial results commencing on the G5 Acquisition Date. Revenue generated by G5 Infrared is included in our infrared and assemblies and modules product groups. We accounted for the acquisition of G5 Infrared using the acquisition method of accounting, which required us to measure identifiable assets acquired and liabilities assumed in the acquiree at their fair values as of the G5 Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill. The fair value of the aggregate consideration was approximately $ 27.1 million which consisted of (i) $ 20.3 million in cash, (ii) 1,972,501 shares of the Company’s Class A Common Stock and (iii) potential earnout consideration paid annually in fiscal years 2026 and 2027 subject to achievement of certain revenue and EBITDA targets set forth in the G5 MIPA. As of the G5 Acquisition Date, the preliminary estimate of fair value of consideration transferred consisted of the following: February 18, Description 2025 Cash consideration $ 20,250,000 Net working capital adjustment ( 423,871 ) Equity portion of consideration 4,872,066 Earnout portion of consideration 3,536,471 Revenue clawback ( 1,104,471 ) Fair value of consideration transferred $ 27,130,195 The fair value of the equity portion of the consideration was determined by multiplying the number of shares issued, 1,972,501 , by the fair value of the Class A Common Stock on the G5 Acquisition Date, which was $ 2.47 . The initial cash consideration at closing was subject to a net working capital adjustment, which was settled in June 2025. The G5 MIPA also included a provision for a clawback amount if G5 Infrared’s actual revenue for the 2024 calendar year was less than $ 17.3 million. This clawback amount was settled in June 2025 and is reflected in the determination of the purchase price. F- 14 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Earnout payments of an aggregate of up to $ 23.0 million of additional consideration may be paid annually in fiscal years 2026 and 2027 subject to achievement of certain minimum EBITDA and revenue targets for the one and two -year periods beginning on the first full calendar month commencing after the G5 Acquisition Date, as set forth in the G5 MIPA. If the targets are achieved during the respective periods, LightPath will (i) issue an aggregate number of shares of Class A Common Stock equal to 30 % of the earnout payment divided by the average close price for the ten trading days immediately prior to the first anniversary of the earnout commencement date, as defined in the G5 MIPA, and (ii) pay additional cash consideration in an amount equal to 70 % of the earnout payment, in each case to the former G5 Infrared members. The earnout is considered contingent consideration and is accounted for as a liability initially measured at fair value, with changes during each reporting period recognized in earnings. The portion of the earnout that will be settled in stock will also be accounted for as a liability since the achievement of targets adjusts the number of shares to be issued at settlement based on a variable other than the Company’s Class A Common Stock, and therefore it does not meet the criteria in ASC 480, Distinguishing Liabilities from Equity. The fair value of the earnout in the accompanying Consolidated Balance Sheet is calculated using a Monte Carlo valuation method, which involves assumptions of revenue and EBITDA forecasts, discount rates and revenue volatility. The earnout liability is subject to fair value measurement each reporting period. 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. Our preliminary fair value estimates and assumptions to measure the assets acquired and liabilities assumed were subject to change as we obtained additional information during the measurement period. We completed our accounting for the acquisition during the fiscal quarter ended June 30, 2025. The following table summarizes the allocation of the fair value of consideration transferred to assets acquired and liabilities assumed as of the G5 Acquisition Date and the adjustments recognized during the measurement period: Measurement Preliminary as of Period Final as of Description March 31, 2025 Adjustments, Net June 30, 2025 Assets: Accounts receivable $ 1,897,098 $ — $ 1,897,098 Inventory 5,065,451 — 5,065,451 Prepaid expenses and other current assets 363,413 — 363,413 Property and equipment 1,542,707 — 1,542,707 Operating lease right-of-use asset 463,985 — 463,985 Goodwill 2,977,344 4,012,450 6,989,794 Other intangible assets 19,295,000 ( 5,543,000 ) 13,752,000 Other assets 21,748 — 21,748 Total assets acquired $ 31,626,746 $ ( 1,530,550 ) $ 30,096,196 Liabilities: Accounts payable 1,981,164 — 1,981,164 Accrued liabilities 336,263 — 336,263 Operating lease liabilities, current 268,972 — 268,972 Deferred tax liabilities, noncurrent 1,174,650 ( 1,037,668 ) 136,982 Operating lease liabilities, noncurrent 242,620 — 242,620 Total liabilities assumed $ 4,003,669 $ ( 1,037,668 ) $ 2,966,001 Net assets acquired $ 27,623,077 $ ( 492,882 ) $ 27,130,195 Measurement period adjustments include fair value adjustments during the fiscal quarter ended June 30, 2025, primarily related to refined assumptions in the valuation of the earnout consideration, and intangible assets such as backlog, customer relationships and developed technology intangible assets. Deferred tax liabilities were adjusted for the revised intangible asset values, and for the refined tax rate apportionment calculation. The net impact of the aforementioned adjustments resulted in an increase to goodwill. F- 15 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Intangible assets –All intangible assets acquired in the acquisition of G5 Infrared are subject to amortization. The fair value of identifiable intangible assets acquired as of the G5 Acquisition Date is as follows: Useful Lives Intangible Asset Total (Years) Backlog $ 361,000 1 Developed technology 4,801,000 10 Tradename 3,450,000 15 Customer relationships 5,140,000 15 Total $ 13,752,000 The fair value of intangible assets is estimated using the multi-period excess earnings approach for acquired customer relationships and the relief from royalty method for the acquired trade names and developed technology. 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. Goodwill – The $ 7.0 million of goodwill recognized is attributable to G5 Infrared’s market presence, the assembled workforce and established operating infrastructure. The acquired goodwill is expected to be deductible for Federal income tax purposes. See Note 7, Goodwill and Intangible Assets , in these Notes to these Consolidated Financial Statements for further information. Acquisition costs have been expensed as incurred. In connection with the acquisition of G5 Infrared, we recorded acquisition costs of $ 1.1 million 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 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, 2026 2025 Revenue $ 73,280,192 $ 52,828,817 Income before taxes $ ( 20,052,850 ) $ ( 8,842,465 ) F- 16 Table of Contents 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). 4. Revenue Product Revenue The Company manufactures infrared imaging cameras, optical assemblies, optical components and infrared materials. Optical components include precision molded glass aspheric optics, molded and diamond-turned infrared aspheric lenses, and other optical elements produced using other fabrication techniques. The Company designs, develops, manufactures, and distributes optical systems, assemblies and components utilizing advanced optical manufacturing processes, multidisciplinary engineering and manufacturing technologies, and assembly and integration services. The Company also provides engineering services and performs research and development for optical solutions for a wide range of optics markets. Revenue Recognition Revenue is generally recognized upon transfer of control, including the risks and rewards of ownership, of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company generally bears all costs, risk of loss, or damage and retains title to the goods up to the point of transfer of control of products to customers. Shipping and handling costs are included in the cost of goods sold. Revenue is presented net of sales taxes and any similar assessments. F- 17 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Customary payment terms are granted to customers, based on credit evaluations. The Company does not have any contracts where revenue is recognized, but the customer payment is contingent on a future event. Deferred revenue is recorded when cash payments are received or due in advance of the Company’s performance. Deferred revenue was $ 1.1 million and $ 0.5 million as of June 30, 2026 and 2025 , respectively, and is included in accrued liabilities in the accompanying Consolidated Balance Sheets. Nature of Products 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. Product development agreements for engineering services are generally short-term in nature, with revenue recognized upon satisfaction of the performance obligation, and transfer of control of the agreed-upon deliverable. Visimid has one longer-term order with a defense customer which includes both product development and hardware deliverables where similar revenue recognition criteria are applied. We categorize our products into four product groups: (i) infrared components, (ii) visible components, (iii) assemblies and modules, and (iv) engineering services. Revenue by product group for the fiscal years ended June 30, 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, 2026 2025 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 5. Inventories, net The components of inventories include the following: June 30, June 30, 2026 2025 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 ( 2,317,692 ) ( 2,024,431 ) $ 18,005,559 $ 12,858,838 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. F- 18 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) 6. Property and Equipment, net Property and equipment consist of the following: Estimated Lives June 30, June 30, (Years) 2026 2025 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 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. 7. Goodwill and Intangible Assets 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. Changes in the carrying amount of goodwill were as follows: Balance as of June 30, 2024 $ 6,764,127 Goodwill acquired during the year 6,989,794 Balance as of June 30, 2025 13,753,921 Goodwill acquired during the year 5,561,256 Balance as of June 30, 2026 $ 19,315,177 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: Useful Lives June 30, 2026 June 30, 2025 (Years) Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer relationships 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 Tradenames 8 - 15 8,096,418 ( 4,272,746 ) 3,823,672 7,706,418 ( 3,981,360 ) 3,725,058 Backlog 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 F- 19 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Future amortization of identifiable intangible assets is as follows: Fiscal year ending: June 30, 2027 $ 1,780,543 June 30, 2028 1,730,103 June 30, 2029 1,730,103 June 30, 2030 1,730,103 June 30, 2031 1,730,103 After June 30, 2031 8,433,646 $ 17,134,601 8. Stockholders ’ Equity Effective January 31, 2024, the Company’s authorized capital stock increased from 55,000,000 to 105,000,000 shares, comprised of 100,000,000 shares of 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: ● 250 shares of preferred stock as Series A Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued; ● 300 shares of preferred stock as Series B Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued; ● 500 shares of preferred stock as Series C Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued; ● 500,000 shares of preferred stock as Series D Preferred Stock, none of which have been issued; ● 500 shares of our preferred stock as Series F Preferred Stock, all previously outstanding shares of which have been previously redeemed or converted into shares of our Class A Common Stock and may not be reissued; and ● 35,111 shares of our preferred stock as Series G Convertible Preferred Stock. Of the 100,000,000 shares of common stock authorized, the Board of Directors has previously designated 94,500,000 shares authorized as Class A Common Stock. The stockholders of Class A Common Stock are entitled to one vote for each share held. The remaining 5,500,000 shares of authorized common stock were designated as Class E- 1 common stock, Class E- 2 common stock, or Class E- 3 common stock, all previously outstanding shares of which have been previously redeemed or converted into shares of Class A Common Stock. Acquisition Financing In conjunction with the financing of the acquisition of G5 Infrared, the Company designated a new series of preferred stock, Series G Convertible Preferred Stock, which is convertible into shares of Class A Common Stock. Concurrent with the entry into the G5 MIPA on February 13, 2025, we entered into (i) a Securities Purchase Agreement (the “Securities Purchase Agreement”) by and among the Company and North Run Capital, AIGH Investment Partners, LP, WVP Emerging Manager Offshore Fund LLC, the Lytton-Kambara Foundation and Alice W. Lytton Family LLC (collectively, the “Series G Purchasers”), (ii) a Class A Common Securities Purchase Agreement (the “Class A SPA”) by and between the Company and Lytton-Kambara Foundation (the “Class A Purchaser”), and (iii) and two senior secured promissory notes in an aggregate principal amount of $ 5.2 million (the “Acquisition Notes”) for total proceeds of approximately $ 32.2 million, inclusive of the conversion of the bridge promissory note (the “Bridge Note”) (see Note 14, Loans Payable ), and before deducting offering expenses of $ 2.2 million incurred by the Company, which was used to fund, in part, the cash consideration payable in connection with the acquisition of G5 Infrared. Pursuant to the Securities Purchase Agreement, the Series G Purchasers purchased from the Company (i) an aggregate of approximately 24,956 shares of Series G Convertible Preferred Stock, (ii) warrants to purchase an aggregate of 4,352,774 shares of Class A Common Stock, with an exercise price of $ 2.58 per share (the “Series G Purchasers Warrants”), and (iii) the Acquisition Notes, which are convertible into shares of Series G Convertible Preferred Stock limited to failure to achieve a certain EBITDA threshold (see Note 14, Loans Payable ). The Securities Purchase Agreement closed on February 18, 2025. F- 20 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) At the closing of the Securities Purchase Agreement, the Company and the Series G Purchasers entered into a registration rights agreement, pursuant to which the Company agreed to register the shares of Class A Common Stock issuable upon the conversion of the Series G Convertible Preferred Stock (including those shares of Series G Convertible Preferred Stock that are issuable upon the conversion of the Acquisition Notes) and the Series G Purchasers Warrants (collectively, the “Registrable Securities”) under the Securities Act of 1933, as amended. The Company filed a registration statement covering the resale of such Registrable Securities on May 2, 2025, which became effective on May 12, 2025. On June 16, 2025, the Company’s stockholders approved a proposal authorizing the issuance of shares of Class A Common Stock upon the conversion of the Series G Convertible Preferred Stock or the Series G Purchasers Warrants to the extent such issuances would result in an aggregate number of shares of Class A Common Stock exceeding 19.99 % of the total shares of Class A Common Stock issued and outstanding as of the G5 Acquisition Date, in accordance with the rules and regulations of the Nasdaq Stock Market, LLC. On February 13, 2025, the Company also entered into the Class A SPA with the Class A Purchaser, pursuant to which the Class A Purchaser purchased from the Company: (i) 455,192 shares of Class A Common Stock at a purchase price of approximately $ 2.15 per share, and warrants to purchase 37.5 % of the number of shares, or 170,697 shares of Class A Common Stock, with an exercise price of $ 2.58 per share (the “Class A Purchaser's Warrants”); and (ii) 232,258 shares of Class A Common Stock at a purchase price of approximately $ 2.15 per share. The Class A Purchaser and its affiliate, Alice W. Lytton Family LLC, (collectively, the “Lytton Buyers”) were also among the Series G Purchasers in the Securities Purchase Agreement, and the Class A Purchaser was also the Lender of our Bridge Promissory Note (see Note 14, Loans Payable ). In connection with the closing of Securities Purchase Agreement and the Class A SPA, the Company received $ 1.5 million in cash from the Lytton Buyers, and the remaining consideration was exchanged for the outstanding principal and accrued interest of the Bridge Note as of February 18, 2025 ( see Note 14, Loans Payable ). The Class A SPA closed on February 18, 2025. The aggregate gross proceeds of $ 32.2 million were allocated first to the instruments issued in exchange for the Bridge Promissory Note outstanding, at fair value, as the instruments were issued in exchange for the Bridge Promissory Note outstanding, which was accounted for as an extinguishment as further detailed in Note 14, Loans Payable . Those instruments included Class A Common Stock, Class A Purchaser’s Warrants, Series G Purchaser Warrants, Series G Convertible Preferred Stock, and the Acquisition Note issued to the Lytton Buyers . The remaining proceeds were allocated to the remaining instruments as follows: (i) to the remaining Series G Purchasers Warrants at fair value as the Purchasers Warrants were initially recorded as liabilities, and (ii) the remaining proceeds, to the remaining Series G Convertible Preferred Stock, and Acquisition Notes issued on a relative fair value basis, by investor. Warrants – The Company issued 4,352,774 Series G Purchasers Warrants in connection with the Securities Purchase Agreement and 170,697 Class A Purchaser’s Warrants in connection with the Class A SPA (collectively, the “Warrants”). The exercise price of the Warrants is $ 2.58 (the “Exercise Price”). The Exercise Price and the number of underlying shares of Class A Common Stock is subject to proportional adjustment in the event of customary stock splits, stock dividends, combinations or similar events. The Warrants became exercisable upon the issuance date and will expire on the six -year anniversary of issuance. A holder may not exercise any portion of the Warrants, to the extent that after giving effect to such issuance exercise, either (i) the holder (together with the holder’s affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates would beneficially own in excess of 19.99 %, or, if elected be such holder, a lesser percentage of the number of shares of the Class A Common Stock outstanding immediately after giving effect to the issuance of shares of Class A Common Stock issuable upon exercise of the Warrant, or (ii) the aggregate number of shares of Class A Common Stock issued upon exercise of the Warrant, the exercise of any other Warrants issued pursuant to the Securities Purchase Agreement, and upon conversion of Series G Convertible Preferred Stock, exceeds 6,055,606 shares, as adjusted to reflect any share splits, reverse share splits or similar recapitalizations that occur after the issuance date (the “Exchange Cap”). The Series G Purchasers Warrants were initially not indexed to the Company’s own stock due to the Exchange Cap, as shareholder approval is not an input for determining the fair value of a fixed-for-fixed option on the Class A Common Stock. As such, the Series G Purchasers Warrants were initially classified as liabilities on the Consolidated Balance Sheets, with subsequent changes in the fair value of the warrant recorded in the change in fair value of warrant liability in other income (expense) in the Consolidated Statements of Comprehensive Income (Loss). On June 16, 2025, the Purchasers Warrants were reclassified from liabilities to equity as a result of the action taken at a special meeting of the stockholders, which removed the Exchange Cap. The Class A Purchaser’s Warrants are indexed to the Company's own stock, and meet the criteria for equity classification. The Warrants are valued using the Black-Scholes-Merton pricing model, which includes assumptions of expected volatility. 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. Economic characteristics and risks of an equity-linked conversion option are clearly and closely related to an equity-type host; thus, the conversion option embedded in the Series G Convertible Preferred Stock do not require bifurcation or liability classification under ASC 815, Derivatives and Hedging. It also does not meet the definition of being mandatorily redeemable under ASC 480 - 10 - 20 because it does not embody an unconditional obligation to redeem the instrument. The Series G Convertible Preferred Stock is redeemable at the option of the holder after the 5 year Guaranteed Term, thus, it should be classified as mezzanine equity, outside of permanent equity. The Series G Convertible Preferred 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. The Series G Convertible Preferred Stock bears dividends at a per annum rate of 6.5 %. The Company elected to recognize any redemption value changes immediately as they occur and adjust the carrying amount to equal the redemption value at each reporting period. 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. F- 21 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Promissory Notes – The Acquisition Notes are convertible into shares of Series G Convertible Preferred Stock limited to failure to achieve a certain EBITDA threshold, and were recorded at fair value based on several probability weighted Binomial Lattice Models which considered the following outcomes: (i) the Company's EBITDA for the year ended December 31, 2025 would be less than approximately $ 4.9 million the (the “EBITDA target”) which would cause automatic conversion of the Notes into shares of Series G Convertible Preferred Stock at a price of $ 1,000 per share; (ii) the Company would 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 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: (i) $ 1.6 million allocated to the Series G Convertible Preferred Stock and the Class A Common Stock issued in conjunction with the Acquisition Financing were recorded as a reduction to temporary equity; (ii) $ 0.3 million allocated to the warrants were expensed, as the warrants were determined to be classified as a liability, initially; and (iii) $ 0.3 million allocated to the Acquisition Notes, which are deferred and will be expensed over the term of the Acquisition Notes using the effective interest method. 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. 9. Income Taxes For financial reporting purposes, income (loss) before income taxes includes the following components: Year Ended June 30, 2026 2025 Pretax income (loss): United States $ ( 24,582,719 ) $ ( 14,118,076 ) Foreign 4,351,869 ( 717,316 ) Loss before income taxes $ ( 20,230,850 ) $ ( 14,835,392 ) The components of the provision for income taxes are as follows: Year Ended June 30, 2026 2025 Current: Federal tax $ — $ — State 51,246 22,168 Foreign 231,756 224,743 Total current 283,002 246,911 Deferred: Federal tax — ( 30,752 ) State ( 63,330 ) ( 5,798 ) Foreign 95,041 ( 172,571 ) Total deferred 31,711 ( 209,121 ) Total income tax provision $ 314,713 $ 37,790 F- 22 Table of Contents 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. federal statutory rates to the total income tax provision is as follows: Year Ended June 30, 2026 Amount Percent 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 GILTI 848,864 ( 4.2 )% Tax credits 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 )% ( 1 ) 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 U.S. federal statutory tax rate 21 % Income tax provision reconciliation: Tax at statutory rate: $ ( 3,115,433 ) Net foreign income subject to lower tax rate ( 60,104 ) State income taxes, net of federal benefit ( 475,224 ) Valuation allowance 1,879,595 NOL expiration and adjustments 939,505 GILTI 192,980 Federal research and development credit expiration 206,467 Federal research and development and other credits ( 225,532 ) Rate change 14,759 Stock-based compensation ( 66,682 ) Other permanent differences 54,147 Acquisition financing 455,901 Prior year true-ups 237,411 $ 37,790 F- 23 Table of Contents 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 Federal tax $ — State: New Hampshire 11,488 Other states 8,376 Total state 19,864 Foreign: — China income tax 237,990 China withholding tax 67,782 Total foreign 305,772 Total cash paid for income taxes (net of refunds) $ 325,636 Income Tax Law of the People ’ s Republic of China The Company’s Chinese subsidiary, LPOIZ, is governed by the Income Tax Law of the People’s Republic of China concerning the privately run and foreign invested enterprises, which are generally subject to tax at a statutory rate of 25 % on income reported in the statutory financial statements after appropriate tax adjustments. For both the years ended June 30, 2026 and 2025 , the tax rate for LPOIZ was 15 %, in accordance with an incentive program for technology companies. The net deferred tax liability for LPOIZ is approximately $ 0.1 million and $ 0.2 million as of June 30, 2026 and 2025 , respectively, primarily related to timing differences related to accelerated depreciation on fixed assets. Historically, the Company considered unremitted earnings held by its foreign subsidiaries to be permanently reinvested. However, during fiscal year 2020, the Company began declaring intercompany dividends to remit a portion of the historical earnings of its foreign subsidiaries to the U.S. parent company. It is still the Company’s intent to reinvest a significant portion of the more recent earnings generated by its foreign subsidiaries, however the Company also plans to repatriate a portion of the historical earnings of its subsidiaries. Based on its previous intent, the Company had not historically provided for future Chinese withholding taxes on the related earnings. However, during fiscal year 2020 the Company began to accrue for these taxes on the portion of historical earnings that it intends to repatriate. During the years ended June 30, 2026 and 2025 , the Company declared and paid intercompany dividends of $ 0.2 million and $ 1.1 million, respectively, from LPOIZ, payable to the Company as its parent company. Accordingly, the Company paid and recorded income tax expense for Chinese withholding taxes of approximately $ 0.02 million and $ 0.1 million associated with these dividends during fiscal years 2026 and 2025 , respectively. 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 The Company’s Latvian subsidiary, ISP Latvia, is governed by the Law of Corporate Income Tax of Latvia. Until December 31, 2017, ISP Latvia was subject to a statutory income tax rate of 15 %. Effective January 1, 2018, the Republic of Latvia enacted tax reform with the following key provisions: (i) corporations are no longer subject to income tax, but are instead subject to a distribution tax on distributed profits (or deemed distributions, as defined), and (ii) the tax rate was changed to 20%; however, distribution amounts are first divided by 0.8 to arrive at the taxable amount of profit, resulting in an effective tax rate of 25%. As a transitional measure, distributions made from earnings prior to January 1, 2018, distributed prior to December 31, 2019, are not subject to tax if declared prior to December 31, 2019. ISP Latvia has declared an intercompany dividend to be paid to ISP, its U.S. parent company, for the full amount of earnings accumulated prior to January 1, 2018. Distributions of this dividend will be from earnings prior to January 1, 2018 and, therefore, will not be subject to tax. The Company currently does not intend to distribute any current earnings generated after January 1, 2018. If, in the future, the Company changes such intention, distribution taxes, if any, will be accrued as profits are generated. F- 24 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows as of June 30, 2026 and 2025 , with certain fiscal year 2025 amounts reclassified from those previously reported to conform to current classification: Year Ended June 30, 2026 2025 Deferred tax assets: 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 Inventories 392,489 331,725 Intangible assets 1,513,177 — 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 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 ( 218,395 ) ( 321,825 ) Right-of-use asset ( 2,351,145 ) ( 2,212,710 ) Intangible assets — ( 414,199 ) Total deferred tax liabilities ( 2,569,540 ) ( 2,948,734 ) Net deferred tax assets (liabilities) $ ( 9,182 ) $ ( 130,189 ) In assessing the potential future recognition of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s largest deferred tax asset is related to its U.S. federal net operating loss (“NOL”) carryforwards. 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. Based on the weight of the available evidence, management has provided for a valuation allowance against the deferred tax assets of approximately $ 17.8 million at June 30, 2026 , an increase of approximately $ 3.8 million as compared to June 30, 2025 . The increase in the valuation allowance for deferred tax assets as compared to the prior year is primarily the result of the various movements in the current year deferred items. The U.S. net deferred tax asset of approximately $ 0.1 million results from federal and state tax credits with indefinite carryover periods. State income tax expense disclosed on the effective tax rate reconciliation above includes state deferred taxes that are offset by a full valuation allowance. The utilization of the Company’s NOL carryforwards may be subject to a U.S. federal limitation due to the “change in ownership provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions. Such limitations may result in a reduction of the amount of NOL carryforwards in future years and possibly the expiration of certain NOL carryforwards before their utilization. The Company has performed a Sec. 382 study and concluded that there is no limitation under Section 382 as of June 30, 2026 . At June 30, 2026 , in addition to NOL carryforwards, the Company also has research and development and other credit carryforwards of approximately $ 1.9 million, which will expire from 2026 through 2045. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable. There are currently no pending tax examinations. The Company is no longer subject to U.S. federal and state tax examinations for fiscal years through June 2021, nor to corporate tax examination for through calendar year 2014 in China, and for fiscal years through June 2017 in Latvia. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized in a future period. F- 25 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) As required by the uncertain tax position guidance in ASC No. 740, Income Taxes , the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than- not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company applied the uncertain tax position guidance to all tax positions for which the statute of limitations remained open. The Company has not recognized a liability for uncertain tax positions. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of or changes in tax laws, regulations and interpretations thereof as well as other factors. On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property. Another major aspect incudes the return to immediate expensing of domestic research and experimental expenditures (“R&E”) which in some cases may include retroactive application back to 2021 for businesses with gross receipts of less than $31 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses. The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent. Less favorable business provisions include limitations on tax deductions for charitable contributions. The OBBBA modified the U.S. International Tax provisions for Global Intangible Low-Taxed Income (“GILTI”), Foreign-Derived Intangible Income (“FDII”), and the Base-erosion Anti-abuse Tax (“BEAT”) effective for tax years starting after December 31, 2025. The tax rate on GILTI, now renamed to Net CFC Tested Income (“NCTI”), is now 12.6%. The FDII rules, now renamed to Foreign Derived Deduction Eligible Income (“FDDEI”), now carry a 14% tax rate on FDDEI eligible income. The OBBB Act increases the BEAT rate from 10% to 10.5%. The Company is currently assessing the potential impact of this legislation on its future financial position, results of operations, and cash flows. In accordance with U.S. GAAP, the effects will be recognized in the period of enactment. 10. Compensatory Equity Incentive Plan and Other Equity Incentives Share-based payment arrangements — The Company’s directors, officers, and key employees were granted stock-based compensation 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. 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. The Company’s executive officers are eligible to earn incentive compensation consisting of equity-based awards, as well as cash bonuses, based on the achievement of certain individual and/or Company performance goals set by the Compensation Committee. The LightPath Technologies, Inc. Employee Stock Purchase Plan ( “2014 ESPP”) was adopted by the Company’s Board of Directors on October 30, 2014 and approved by the Company’s stockholders on January 29, 2015. The 2014 ESPP expired on January 29, 2025. A new Employee Stock Purchase Plan ( “2025 ESPP”) was approved by the stockholders on June 16, 2025 with the first offering period beginning July 1, 2025. The 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. F- 26 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) These plans are summarized below: Available for Award Shares Outstanding at Issuance at Equity Compensation Arrangement Authorized June 30, 2026 June 30, 2026 SICP (or Omnibus Plan) 13,715,625 5,990,473 2,302,750 2025 ESPP 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, 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. The assumed forfeiture rates used in calculating the fair value of RSU grants was 0 %, and the assumed forfeiture rates used in calculating the fair value of options for performance and service conditions were 20 % for each of the years ended June 30, 2026 and 2025 . The volatility rate and expected term are based on seven -year historical trends in Class A Common Stock closing prices and actual forfeitures. The interest rate used is the U.S. Treasury interest rate for constant maturities. The Company estimated the fair value of each stock award as of the date of grant using the following assumptions: Year Ended June 30, 2026 2025 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 9.65 7.50 Restricted Stock Awards RSAs are granted primarily to our executive officers, employees and consultants, and typically vest over a one to three year period from the date of grant, although some may vest immediately upon grant. The stock underlying RSAs is issued upon vesting. Restricted Stock Units RSUs are granted primarily to our directors, although RSU awards may also be made to executive officers, employees and consultants. RSUs typically vest over a one to four year period from the date of grant, although some may vest immediately upon grant. The Company issues new shares of Class A Common Stock upon the exercise of stock options and upon vesting of RSUs and RSAs, unless the recipient has elected to defer receipt of shares under the applicable IRS rules. F- 27 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Information Regarding Current Share-Based Payment Awards — A summary of the activity for share-based payment awards in the years ended June 30, 2026 and 2025 is presented below: Stock Options Restricted Stock Units (RSUs) Restricted Stock Awards (RSAs) Weighted- Weighted- Weighted- Weighted- Weighted- Weighted- Average Average Average Average Average Average Exercise Remaining Grant Date Remaining Grant Date Remaining Shares Price Contract Shares Fair Values Contract Shares Fair Values Contract June 30, 2024 553,689 $ 2.02 5.4 1,250,132 0.8 161,540 1.5 Granted 347,959 $ 2.23 234,615 $ 2.52 182,352 $ 1.97 Exercised ( 133,078 ) $ 1.97 ( 365,199 ) ( 221,980 ) Cancelled/Forfeited ( 47,951 ) $ 2.47 ( 38,595 ) — June 30, 2025 720,619 $ 2.10 7.2 1,080,953 0.6 121,912 1.2 Granted 3,771,565 $ 10.83 564,031 $ 9.88 56,158 $ 9.60 Exercised ( 7,385 ) $ 1.69 ( 184,279 ) ( 123,522 ) Cancelled/Forfeited ( 9,579 ) $ 1.74 — — June 30, 2026 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: Year Ended June 30, 2026 2025 Intrinsic Value - Exercised Stock Options $ 74,438 $ 216,473 RSUs 1,550,847 831,188 RSAs 1,122,476 436,439 Fair Value - Vested Stock Options $ — $ 42,938 RSUs 1,941,044 1,280,694 RSAs 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: As of June 30, 2026 2025 Stock Options $ 4,472,950 $ 409,082 RSUs 18,516,375 2,213,716 F- 28 Table of Contents 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. The expected compensation cost to be recognized is as follows: Fiscal Year Ending: Stock Options RSAs RSUs Total 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. 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. Financial Statement Effects and Presentation — The following table shows total stock-based compensation expense for the years ended June 30, 2026 and 2025 , which is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss): Year Ended June 30, 2026 2025 Stock options $ 1,248,186 $ 67,486 RSAs 389,389 439,667 RSUs 1,224,220 536,311 Total $ 2,861,795 $ 1,043,464 11. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of Class A Common Stock outstanding during each period presented. The computation of diluted earnings (loss) per share further assumes the potential dilutive effect of potential Class A Common Stock using the treasury-stock method and if-converted method, as applicable. During periods in which the average market price of the 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. The computations for basic and diluted earnings (loss) per share of Class A Common Stock are described in the following table: F- 29 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Year Ended June 30, 2026 2025 Net loss $ ( 20,545,563 ) $ ( 14,873,182 ) Accretion of dividends on Series G preferred — ( 14,751,134 ) Net loss attributable to stockholders $ ( 20,545,563 ) $ ( 29,624,316 ) 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: Basic $ ( 0.38 ) $ ( 0.72 ) Diluted $ ( 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. Potential dilutive shares for the Series G Convertible Preferred Stock, warrants and convertible notes were calculated based on the Exchange Cap in effect for the respective periods: Year Ended June 30, 2026 2025 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 12. Defined Contribution Retirement Plans The Company provides retirement benefits to its U.S.-based employees through two defined contribution retirement plans. These benefits are offered under the LightPath Technologies Inc. 401 (k) plan (the “LightPath Plan”) and the G5 Infrared, LLC 401 (k) Plan (the “G5 Plan”). The LightPath Plan and the G5 Plan are defined 401 (k) contribution plans, administered by third parties, that all U.S. employees, over the age of 18, are eligible to participate in after one month of employment. Under the LightPath Plan, the Company matches 100 % of the first 2% of employee contributions. Under the G5 Plan, the Company matches 100 % of the first 4% of employee contributions. The Company made matching contributions under these plans of approximately $ 0.4 million and $ 0.2 million during the years ended June 30, 2026 and 2025 , respectively. As of January 1, 2026, the plans were merged. 13. Leases The Company has operating leases for its manufacturing and office space. The Company has a lease agreement for its corporate headquarters and manufacturing facility in Orlando, Florida (the “Orlando Lease”). The Orlando Lease expires on March 31, 2034. Minimum rental rates for the extension term were established based on annual increases of approximately three percent ( 3 %). Additionally, there is one five -year extension option exercisable by the Company. The minimum rental rates for such additional extension option will be determined at the time an option is exercised and will be based on a “fair market rental rate,” as determined in accordance with the Orlando Lease, as amended. As of June 30, 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. F- 30 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) The Company’s wholly-owned subsidiary, LPOIZ, has a lease agreement for a manufacturing and office facility in Zhenjiang, China, which expires December 31, 2027. The Company, through ISP’s wholly-owned subsidiary ISP Latvia, has two lease agreements for a manufacturing and office facility in Riga, Latvia, which leases expire December 31, 2030. The Company’s facility leases are classified as operating leases. The operating leases for facilities are non-cancelable, expiring in 2026 to 2034. The Company includes options to renew (or terminate) in the lease term, and as part of the ROU assets and lease liabilities, when it is reasonably certain that the Company will exercise that option. At June 30, 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. The finance leases for equipment in Riga, Latvia include financial covenants specific to ISP Latvia. The Company’s operating lease ROU assets and the related lease liabilities are initially measured at the present value of future lease payments over the lease term. Two of our operating leases include renewal options, which were not included in the measurement of the operating lease ROU assets and related lease liabilities. As most of the Company’s leases do not provide an implicit rate, the Company used its collateralized incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Currently, none of the Company’s leases include variable lease payments that are dependent on an index or rate. The Company is responsible for payment of certain real estate taxes, insurance and other expenses on certain of its leases. These amounts are generally considered to be variable and are not included in the measurement of the ROU asset and lease liability. The Company generally accounts for non-lease components, such as maintenance, separately from lease components. The Company’s lease agreements do not contain any material residual value guarantees or material restricted covenants. Leases with a term of 12 months or less are not recorded on the Consolidated Balance Sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The components of lease expense were as follows: Year Ended June 30, 2026 2025 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 F- 31 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Supplemental balance sheet information related to leases was as follows: Classification June 30, 2026 June 30, 2025 Assets: Operating lease assets 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 Liabilities: Current: Operating leases Operating lease liabilities, current $ 1,189,908 $ 1,254,062 Finance leases Finance lease liabilities, current 269,414 206,518 Noncurrent: 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 ( 1 ) 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. Lease term and discount rate information related to leases was as follows: Lease Term and Discount Rate June 30, 2026 Weighted Average Remaining Lease Term (in years) Operating leases 7.0 Finance leases 2.7 Weighted Average Discount Rate Operating leases 3.1 % Finance leases 9.3 % Supplemental cash flow information: Year Ended June 30, 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: 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 F- 32 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Future maturities of lease liabilities were as follows as of June 30, 2026 : Finance Operating Fiscal year ending: Leases Leases 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 Thereafter — 3,364,686 Total future minimum payments 750,953 11,543,486 Less imputed interest ( 88,743 ) ( 1,465,351 ) Present value of lease liabilities $ 662,210 $ 10,078,135 14. Loans Payable 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, 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. At June 30, 2025, the net carrying value of the convertible promissory notes is $ 4.6 million, including unamortized debt discount and issuance costs of $ 0.6 million, and had an effective interest rate of 5.7 %. The estimated fair value (Level 3 ) of the convertible promissory notes approximates its book value as of June 30, 2025. The Acquisition Notes 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. 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. F- 33 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) Bridge Note On August 6, 2024, we entered into the Bridge Note with Lytton-Kambara Foundation (the “Lender” and also the “Class A Purchaser”) pursuant to which the Lender extended a loan to the Company in the principal amount of $ 3.0 million (the “Loan”). The Loan is subject to an original issue discount of 7 %. After deducting the original issue discount, fees paid to our placement agent, and certain expenses, the Company received net proceeds of $ 2.7 million. The Bridge Note was unsecured, bore interest at the rate of 12.5 % per annum and had a 1 -year term, maturing on August 6, 2025 ( the “Maturity Date”), at which time the entire principal amount of the Bridge Note and all accrued but unpaid interest would have been due and payable in full. The Bridge Note and related accrued interest were settled on February 18, 2025, in conjunction with financing for the acquisition of G5 Infrared and the closing of the Securities Purchase Agreement and Class A SPA (see Note 8, Stockholders' Equity ) with the Lytton Buyers. The Bridge Note and $ 1.5 million of cash was exchanged for: (i) 687,750 shares of Class A Common Stock at a purchase price of approximately $ 2.15 per share issued in connection with the Class A Common Securities Purchase Agreement; (ii) approximately 1,957 shares of Series G Convertible Preferred Stock issued in connection with the Securities Purchase Agreement; (iii) warrants to purchase 512,091 shares of Class A Common Stock, with an exercise price of $ 2.58 per share, of which 170,697 were issued in connection with the Class A SPA and 341,394 were issued in connection with the Securities Purchase Agreement and (iii) an Acquisition Note in an aggregate principal amount of approximately $ 1.2 million issued in connection with the Securities Purchase Agreement. The exchange of the Bridge Note was accounted for as a debt extinguishment as the Conversion Option on the Acquisition Notes is substantive, the warrants, preferred stock, and common stock are equity classified and an exchange of debt for equity other than through an existing conversion feature is accounted for as an extinguishment. The loss on extinguishment of $ 0.4 million was computed as the difference between (i) the carrying value of the 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). Equipment Loans In December 2020, ISP Latvia entered into an equipment loan with a third party (the “2020 Equipment Loan”), which is also a customer. The 2020 Equipment Loan is collateralized by certain equipment. The initial advance under the 2020 Equipment Loan was 225,000 EUR (or approximately USD $ 0.3 million), payable in equal installments over 60 months, the proceeds of which were used to make a prepayment to a vendor for equipment to be delivered at a future date. The 2020 Equipment Loan bears interest at a fixed rate of 3.3 %. An additional 225,000 EUR (or approximately USD $ 0.3 million) was drawn in September 2021, which proceeds were paid to the vendor for the equipment, payable in equal installments over 52 months. 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”). The 2023 Equipment Loan is collateralized by certain equipment. The initial advances under the 2023 Equipment Loan totaled 260,258 EUR (or approximately USD $ 0.3 million), the proceeds of which were used to make prepayments to a vendor for equipment to be delivered at a future date. The final advance for the final payment to the equipment vendor was 132,674 EUR (or approximately USD $ 0.1 million). The 2023 Equipment Loan is payable over 48 months, with monthly installments beginning January 1, 2024. The 2023 Equipment Loan bears interest at the six -month EURIBOR rate, plus 2.84 % ( 5.20 % as of June 30, 2026 ). Future maturities of loans payable are as follows: Equipment Loans Fiscal year ending: June 30, 2027 $ 112,317 June 30, 2028 74,878 Total payments $ 187,195 Less current portion ( 112,317 ) Non-current portion $ 74,878 F- 34 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) 15. Contingencies Legal The Company from time to time is involved in various legal actions arising in the normal course of business. Management, after reviewing with legal counsel all of these actions and proceedings, believes that the aggregate losses, if any, will not have a material adverse effect on the Company’s financial position or results of operations. Potential Impact of Economic Conditions in China Due to our operations in China, our business, results of operations, financial condition and prospects may be influenced to a significant degree by economic, political, legal and social conditions in China. China’s economy differs from the economies of other countries in many respects, including with respect to the level of development, growth rate, amount of government involvement, control of foreign exchange and allocation of resources. While China’s economy has experienced significant growth over the past several decades, its growth rate has declined in recent years and may continue to decline. Deteriorating economic conditions in China generally have led to lower demand for our products in China and thus lower revenues and net income for our subsidiaries in China and the Company overall. A continuation of China’s current economic conditions or a further slowdown in the economic growth, an economic downturn, a recession, or other adverse economic conditions in China is likely to have a material adverse effect on our business and results of operations in future quarters. In addition, China’s export limitations on Germanium and Gallium, two materials that are commonly used in infrared optical components, are becoming increasingly disruptive to our business with adverse impacts. The initial restrictions imposed in July 2023 required all international customers to provide an end user statement for approval before receiving an export license. Following that announcement, supply of Germanium was disrupted, though not completely stopped. This also resulted in significant price increases in the cost of Germanium material. Following these restrictions we 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. We have taken proactive steps to minimize the orders we accept for Germanium products and therefore minimize our exposure to this risk, and are actively working with our customers to redesign their systems to use our BlackDiamond materials instead of Germanium-based materials. Additionally, we are actively collaborating with our customers to ensure those redesigned systems are tested and qualified as replacements for legacy Germanium-based systems. In some cases, such as complex defense and airborne systems, the re-qualification of such redesigned systems is a lengthy process that can take up to two years. In other systems such as commercial systems and also some specific defense systems, this is a faster process, that takes several months. F- 35 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) 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. or other countries in the future, any future impact on our operations and financial results is uncertain and these impacts could be more significant than those we have experienced in the past. Further, we can provide no assurance that the strategies we implemented to mitigate the impact of such tariffs or other trade actions will continue to be successful. To the extent that our supply chain, costs, sales, or profitability are negatively affected by the tariffs or other trade actions, our business, financial condition, and results of operations may be materially adversely affected. Impact of Ongoing Wars In February 2022, Russian military forces invaded Ukraine. This war has led to ongoing sanctions on Russia, which have had continuing impacts on our supply chain of raw materials, particularly Germanium. Separately, Israel declared war on Hamas in October 2023. Initially, this resulted in a temporary increase in our sales, as Israel worked to replace electro-optical systems that in some cases use our materials. Our sales to customers in this region have since stabilized, however, it is still possible that this war could have a negative impact on our business as a result of the overall economic impact in Israel. In addition to the significant defense related market in Israel, we also serve many commercial related applications and work with commercial companies in Israel, and the business of those customers may be negatively impacted by the war over time. Given the dynamic nature of this situation, we cannot reasonably estimate the impact of either the Russian-Ukraine conflict or the Israel-Hamas war on our financial condition, results of operations or cash flows into the foreseeable future. 16. Foreign Operations Assets and liabilities denominated in non-U.S. currencies are translated at rates of exchange prevailing on the balance sheet date, and revenues and expenses are translated at average rates of exchange for the period. Gains or losses on the translation of the financial statements of a non-U.S. operation, where the functional currency is other than the U.S. dollar, are reflected as a separate component of equity, which was a cumulative gain of approximately $ 1.3 million and $ 1.0 million as of June 30, 2026 and 2025 , respectively. 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, 2026 2025 Revenues: United States $ 37,040,332 $ 22,956,327 United Kingdom (1) 14,998,206 3,434,525 Israel 7,700,312 2,700,537 China 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 978,817 1,233,548 $ 71,722,099 $ 37,202,630 ( 1 ) 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: June 30, June 30, 2026 2025 Long-lived assets: United States $ 56,884,880 $ 45,982,722 Latvia 5,176,771 4,848,441 China 2,049,520 2,300,608 $ 64,111,171 $ 53,131,771 F- 36 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) 17. Segment Reporting The Company has one reportable operating segment, the optics segment that is managed on a consolidated basis. The optics segment designs and manufactures products at locations in the U.S., Europe and Asia and manages the business activities on a consolidated basis. Our Chief Operating Decision Maker (“CODM”) is the chief executive officer. The chief operating decision maker assesses performance for the optics segment and decides how to allocate resources based on consolidated net loss that also is reported on the consolidated statements of comprehensive income (loss) as consolidated net loss. The types of products and services from which the optics segments derives its revenues is described in Note 4, Revenue . The accounting policies of the optics segment are the same as those described in Note 2, Significant Accounting Policies , to these Consolidated Financial Statements. The measure of segment assets is reported on the consolidated balance sheet as total assets. See Note 4, Revenue for detail about revenue by product and service group, and Note 16, Foreign Operations , for geographic information. See Note 18, Supplier and Customer Concentrations , for information about major customers. The CODM uses consolidated net loss to evaluate income generated from segment assets, and to determine whether to invest in new capabilities related to this segment. The CODM monitors budget to actual results for revenue, gross profit, operating expenses and net loss on a consolidated basis. The CODM reporting package includes non-operating items to reconcile to net income. The following table represents the financial information regularly reviewed by the CODM, in addition to the Consolidated Financial Statements. Interest expense is reported on consolidated statements of comprehensive income (loss) as interest expense, net; depreciation and amortization expense, stock-based compensation expense, and total expenditures for long-lived assets are reported on the consolidated statement of cash flows. Optics Segment Year Ended June 30, 2026 2025 Revenue $ 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 Less: Sales & marketing 3,626,956 3,153,185 General & administrative 10,751,306 6,560,277 Corporate 10,282,241 6,101,165 New product development 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 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 314,713 37,790 Segment net loss ( 20,545,563 ) ( 14,873,182 ) Reconciliation of profit or loss Adjustments and reconciling items — — Consolidated net loss $ ( 20,545,563 ) $ ( 14,873,182 ) ( 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 accompanying Consolidated Statements of Comprehensive Income (Loss). 18. Supplier and Customer Concentrations The Company utilizes a number of glass compositions in manufacturing its molded glass aspheres and lens array products. These glasses or equivalents are available from a large number of suppliers, including CDGM Glass Company Ltd., Ohara Corporation, and Sumita Optical Glass, Inc. Base optical materials, used in certain of the Company’s products, are manufactured and supplied by a number of optical and glass manufacturers. The Company also utilizes major infrared material suppliers located around the globe for a broad spectrum of infrared crystal and glass. Historically, the Company has sourced Germanium from suppliers located in Russia and China. At the start of the war in Ukraine, all purchases of Germanium from vendors in Russia ceased and the Company has been purchasing Germanium only from vendors in China. In 2023, China began imposing export restrictions on Germanium and has continued to increase those restrictions over time, as further described in Note 15, Contingencies , to these Consolidated Financial Statements. The Company believes that a satisfactory supply of such production materials will continue to be available, however, with longer lead times and higher prices for Germanium in particular, although there can be no assurance in this regard. F- 37 Table of Contents LIGHTPATH TECHNOLOGIES, INC. Notes to Consolidated Financial Statements (continued) In fiscal year 2026 , the Company had sales to three customers that comprised an aggregate of approximately 37 % of its annual revenue, and 44 % of its June 30, 2026 accounts receivable. Sales to these customers as a percentage of our fiscal year 2026 revenue include one customer at 24 %, another customer at 7 %, and the third customer at 6 %. 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 . In fiscal year 2025 , the Company had sales to three customers that comprised an aggregate of approximately 23 % of its annual revenue, and 28 % of its June 30, 2025 accounts receivable. Sales to these customers as a percentage of our fiscal year 2025 revenue include one customer at 9 %, another customer at 7 %, and the third customer at 6 %. One of these customers comprised 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. In fiscal year 2026 , 48 % of the Company’s net revenue was derived from sales outside of the U.S., with 97 % of foreign sales derived from customers in Europe and Asia. In fiscal year 2025 , 38 % of the Company’s net revenue was derived from sales outside of the U.S., with 91 % of foreign sales derived from customers in Europe and Asia. 19. Subsequent Event 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 F- 38 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. LIGHTPATH TECHNOLOGIES, INC. Date: September 10, 2026 By: /s/ SHMUEL RUBIN Shmuel Rubin President & Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ SHMUEL RUBIN September 10, 2026 /s/ ALBERT MIRANDA September 10, 2026 Shmuel Rubin Albert Miranda President & Chief Executive Officer Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) /s/ M. SCOTT FARIS September 10, 2026 /s/ THOMAS ELLIS September 10, 2026 M. Scott Faris Thomas Ellis Director (Chairman of the Board) Director /s/ MARK CAYLOR September 10, 2026 /s/ JOSEPH MENAKER September 10, 2026 Mark Caylor Joseph Menaker Director Director /s/ S. ERIC CREVISTON September 10, 2026 /s/ DARCIE PECK September 10, 2026 S. Eric Creviston Darcie Peck Director Director /s/ KIMBERLY CRIDER September 10, 2026 Kimberly Crider Director S-1