What changed in this filing

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Item 1. Business

2025-09-26 compared with 2024-09-19 · 149 added, 118 removed, 318 unchanged (46% of the section changed)

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Historically, we operated with a focus on optical component manufacturing, and specifically on our leadership position as a precision molded lens manufacturer for visual light applications.

While still positioned as a component provider, we expanded our addressable market with the acquisition of ISP, a manufacturer of infrared optical components, in December 2016.

We expanded our addressable market with the acquisition of ISP (as defined below), a manufacturer of infrared optical components, in December 2016.

Since 2020, our strategy has been to move up the value chain by producing optical assemblies, modules and simple cameras.

The acquisition of Visimid (as defined below) in 2023 and the acquisition of G5 Infrared (as defined below) in 2025 were completed to enhance our abilities on cameras and sensors and speed our movement up the value chain in line with our strategy of value-add infrared systems.

LPOI and LPOIZ

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Visimid’s facility is located in Plano, Texas.

We and our customers support a wide range of industries, including automotive, telecommunications, defense, medical, bio-technology, industrial, consumer goods and more.

In February 2025, we acquired G5 Infrared LLC (“G5 Infrared”), a New Hampshire limited liability company.

G5 Infrared is a leading vertically-integrated manufacturer of high- performance infrared camera systems and imaging solutions, specializing in advanced thermal imaging technology and long-range mission-critical detection solutions.

G5 Infrared’s existing revenue and future growth pipeline are driven by established multi-year contracts and multiple defense programs of record in shipboard long-range surveillance, border security, and counter unmanned aerial systems (“C-UAS”) systems, as well as recurring federal, naval, and law enforcement programs.

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

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

We believe that this acquisition strengthens LightPath’s position as a leader in infrared imaging by expanding the Company’s portfolio to include cooled infrared cameras.

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

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

A commonality among these industries is the use of photonics as an enabling technology in their products.

Over the last ten years we have witnessed a pivotal shift in the adoption of photonics in new applications.

In the early days of the photonics industry the technology was a specialty, which was both expensive and required highly specialized technical knowledge, leading to low adoption of the technology into industries other than defense and high-end medical applications.

Starting with the commercialization of fiber optic communication, and further driven by significant cost reduction in key technologies such as sensors and lasers, the adoption of the technology into more industries and applications began rapidly growing.

Over the last ten years we have witnessed a pivotal shift in the adoption of infrared photonics in new applications.

In the early days of the technology it was a specialty application, developed by and between optical engineers and required highly specialized technical knowledge.

As applications have increased and costs have decreased, adaptation and knowledge has shifted from the customer to the supplier (LightPath).

This is true for industrial and commercial applications and especially true in defense applications which is where we have seen the most growth in the past few years and into the future.

The accelerated rate of adoption and highly diversified industries and applications utilizing an expanding array of photonics technologies brought a change in both the needs of the customers and the supply chain, to support those needs.

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Sam Rubin, joined the Company in 2020, we have been developing a new strategy that will transition the Company from a pure component manufacturer to a supplier of imaging subsystems and systems.

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

This transition, which is occurring both organically and through acquisitions, such as the July 2023 acquisition of Visimid Technologies, is positioning the Company for significant growth and higher profitability in coming years.

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

This transition, which is occurring both organically and through acquisitions, such as the July 2023 acquisition of Visimid Technologies and the February 2025 acquisition of G5 Infrared, is positioning the Company for significant growth and higher profitability in coming years.

These acquisitions have also added to our technological differentiators.

Understanding the shifts that are happening in the marketplace and the changes that come when a technology, like photonics, moves from being a specialty to being integrated into mainstream industries and applications, we redefined our strategic direction to provide our wide customer base with domain expertise in optics, and became their partner for the optical engine of their systems.

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We have been developing these partnerships by working closely with our customers throughout their design process, designing optical solutions that are tailored to their needs, often times using unique technologies that we own, and supplying the customer with a complete optical subsystem to be integrated into their product.

Such an approach builds on our unique, value-added technologies that we currently own, such as infrared materials, optical molding, fabrication, system design, and proprietary manufacturing technologies, along with technologies that we acquired through the Visimid acquisition such as video processing, infrared camera integration and more.

Such an approach builds on our unique, value-added technologies that we currently own, such as infrared materials, optical molding, fabrication, system design, and proprietary manufacturing technologies, along with technologies that we acquired through the Visimid acquisition, such as video processing, and technologies from the G5 Infrared acquisition, such as long range imaging using cooled midwave cameras.

Continually adding differentiating technologies is key to our strategy and we expect to continue to do so both organically and through acquisitions.

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LightPath 2.0 refers to our assemblies and LightPath 3.0 refers to our cameras and related subsystems and systems.

Our Mantis camera represents an innovation in imaging in both mid wave and long wave simultaneously, something made possible by our exclusive BlackDiamond materials licensed from the U.S.

Naval Research Laboratories (the “NRL”), and which has opened the door into markets such as fire detection and industrial furnace and boiler inspection.

The camera system we are developing as a sub system for Lockheed Martin is based on a unique and proprietary imaging technology.

There are many other exciting new products and projects currently in development and various stages of testing, all based similarly on key differentiating technologies that we are leveraging to transition from a component company to a solution provider.

Like any company, a successful implementation of a strategy depends heavily on differentiators.

In our case, those differentiators mostly tend to be technologies and capabilities.

Over the last few years we have worked to, and will continue to work to, add and evolve our differentiators.

Some of our differentiators currently include our unique BlackDiamond materials, optical system design capabilities, glass molding technology, processing of thermal images, and long range imaging technologies.

Examples of how those differentiators translate into revenue include our multispectral Mantis camera, our missile program with Lockheed Martin, our long range cameras for border patrol and C-UAS applications, and a number of other system and subsystem level products and programs that are enabled by these technologies.

Most recent was our announcement of two G5 Infrared cameras that have been re-designed to eliminate Germanium from the bill of materials, leveraging the advantages of our BlackDiamond materials as alternative to Germanium.

The shift in strategy and product offerings also shifts the price range of our product portfolio and indirectly drives growth in and of itself.

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LightPath 2.0), ASPs for those products are measured in hundreds of dollars.

When we added cameras, subsystems and systems (LightPath 3.0), ASPs for those products are measured in thousands of dollars, and as much as $30,000 for our most advanced and recent version of the Mantis camera.

When we added cameras, subsystems and systems (LightPath 3.0), ASPs for those products are measured in tens of thousands, and sometimes hundreds of thousands of dollars.

We expect this shift to start favorably impacting our financial results in future periods.

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Given the fast pace of advancements in photonics technologies, achieving a sustainable advantage will also depend on having unique capabilities and technologies that allow our team to design and deliver the tailored solutions demanded by customers.

To support those goals, we are pursuing several organization-wide efforts, including standardizing and optimizing our processes and systems, taking steps to realigning our organizational structure, such as breaking down our single combined engineering group into the separate engineering functions that are a part of and better support operations, and creating a new product development group that focuses on developing capabilities and technologies that allow us to design and deliver better solutions.

By having a small, focused new product development group, we are able to develop unique technologies that allow us to design solutions that we believe are better than what is currently offered by other suppliers.

Such unique technologies include developing tailored and optimized optical coatings, and advanced fabrication techniques such as freeform optical components, custom materials not available elsewhere, and cutting edge optical design capabilities.

During fiscal year 2024, we took several important steps to align the organization to our new strategic direction.

Those steps include expanding the footprint of our manufacturing operations in Orlando and consolidating those operations previously in two separate buildings into a single building.

With this facility consolidation, we brought together certain operational functions of ISP and LightPath, which had remained separate since the acquisition of ISP in fiscal year 2017.

We also right-sized our China operation by consolidating two buildings in Zhenjiang into one and closed a sales office in Shanghai.

All of those, coupled with right-sizing the relevant parts of the organization have aligned our structure, systems and organization to our strategic direction and set the stage for significant future growth in the U.S.

LightPath today is very different than what we were five years ago, and LightPath five years from now will be very different than what we are today.

An evolving organization also needs an evolving structure that is aligned with its strategy, growth and all other related changes.

Additionally, we have used mergers and acquisitions as a tool to acquire technologies, teams and products, and expect to continue to do so with future acquisitions.

Success of an acquisition happens not only because of a good plan, but more importantly because of a successful implementation of the plan and cultural alignment.

This too leads to an ever-evolving organization and dynamic alignment of such organization.

In the first few years of our transformation our focus was on alignment of the core LightPath organization.

Developing the appropriate engineering disciplines and aligning manufacturing capacity and capabilities globally, including the sunsetting of old product lines, among other changes.

Once this was in place, we turned our focus to developing our differentiators.

Starting from licensing from NRL, developing new BlackDiamond glasses through our first camera products in the form of Mantis, our multispectral camera, and more.

Upon acquiring Visimid, we aligned the organization around the capabilities and products Visimid brought.

Acquiring G5 Infrared in February 2025 brought both new capabilities and products in the form of their long range cooled infrared cameras, and added capacity in the form of optical coating services.

G5 Infrared’s operational integration with LightPath commenced soon after the acquisition.

The complementary nature of the LightPath materials and optics capabilities and G5 Infrared’s system level camera quickly led the teams to start working together resulting in new products that have been announced already (such as the Germanium-free cameras) or that are in development.

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

As we continue to evolve, both organically and through acquisitions, we plan to regularly review our array of capabilities and resources across the entire organization, and continuously align the organization to make best use of those.

In the longer term, we have identified capabilities and technologies that could be important differentiators, including, for example, optical detectors and active optical components such as lasers, motion systems, and more.

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Infrared imaging is a growing market, with technology that is evolving at a fast rate, and in which we have distinct advantages, based on our core technologies.

Maintaining a technical leadership in infrared imaging and continually evolving and developing our technologies is key to maintaining, and to continue building and developing, a technical leadership, which translates to better products.

While the basis to our infrared technology originally centered around infrared materials and optics, it has become more than that.

Continually evolving and developing our technologies is key to maintaining and continuing to build and develop technical leadership, which translates to better products, which translate to creating value, and capturing value.

While the basis of our infrared technology originally centered around infrared materials and optics, it has become more than that.

As we evolve from a pure optics company to an integrator and solution provider, our differentiating technologies are evolving.

Those differentiating technologies are often times on a system or application level, rather than at the component or material level.

Some of those technologies are gained through acquisitions, such as Visimid, and some through organic growth and investment in internally funded R&D.

Recent examples of such system level capabilities include our development of a novel, unique approach to shutterless imaging that we can apply to any microbolometer, development of a technology for early detection of flames and fires using a combination of optical technologies and sophisticated image processing algorithms, and, most recently, our integration of AI accelerator hardware directly into the video pipeline of our cameras.

This allows customers to easily implement AI trained models directly into the video pipeline without the need for a GPU with a high power consumption, and without the need for much programming expertise.

Those differentiating technologies are often at a system or application level, rather than at the component or material level.

Some of those technologies are gained through acquisitions, such as Visimid, and most recently G5 Infrared, which added advanced cooled, long-range infrared camera systems to our portfolio.

G5 Infrared’s expertise in system integration, image stabilization, and ruggedized, defense-qualified platforms significantly expands our capabilities beyond uncooled solutions and imaging systems, positioning us as one of the few companies capable of addressing the full spectrum of infrared imaging applications, from compact commercial cameras to long-range defense and border security systems.

A key differentiator of our infrared imaging portfolio is the integration of our proprietary BlackDiamond materials into camera designs.

Unlike Germanium, which is subject to severe supply chain constraints and geopolitical risks, BlackDiamond materials are U.S.-produced and globally sourced, offering secure supply and unique technical benefits such as multispectral performance and low thermo-optic coefficients.

In 2025, we announced the redesign of several G5 Infrared cooled cameras, where Germanium lenses were replaced with lenses made from BlackDiamond materials.

This shift not only mitigates supply chain risk for Germanium but also improves system performance, lowers thermal sensitivity, and reduces cost.

Other recent examples of such system-level capabilities include our development of a novel, unique approach to shutterless imaging that we can apply to microbolometer based cameras, and development of a technology for early detection of flames and fires using a combination of optical technologies and sophisticated image processing algorithms.

Optical Assemblies and Testing .

As a company moving from optical components to solutions, doing more optical assemblies was a natural first step for us.

When we began shifting our focus from optical components to solutions, doing more optical assemblies was a natural first step for us.

During the first couple of years of implementing our new strategic direction, our team expanded our optical assemblies business and capabilities considerably.

As our reputation in this segment grew, so did the level of complexity of assemblies and sub systems customers request of us.

As our reputation in the assemblies space grew, so did the level of complexity of assemblies and sub-systems customers request of us.

This trend was recently amplified when we began making available our new, exclusive infrared glass materials, which enable customers to design systems that far exceed the performance of existing systems using conventional materials.

BlackDiamond materials provide a unique advantage in our assemblies.

Because these glasses are designed, produced, and integrated within LightPath, we can deliver assemblies with unmatched speed and flexibility, ensuring shorter lead times for our customers.

Moreover, our ability to build assemblies that are not based on Germanium optics gives us a differentiated position in the defense and security markets, where supply chain risk and strategic sourcing are increasingly critical factors.

These assemblies not only reduce reliance on foreign-controlled materials but also offer superior optical performance in multispectral and athermalized designs.

Often, the new systems requested by customers require us to develop new assembly and testing capabilities.

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Materials play an important role in providing design flexibility and allow tradeoffs between optical performance, weight, and performance in varying conditions.

Traditionally, infrared applications have only a small number of materials, all of which are crystal based, with Germanium being the most commonly used material.

Additionally, the infrared imaging industry has traditionally relied heavily on the use of Germanium and Gallium (in the form of GaAs glass), which China dominates the supply of both materials and has been restricting its export.

Traditionally, infrared applications have only a small number of materials, almost all of which are crystal based, with Germanium being the most commonly used material.

Over the last few years LightPath has been investing in developing and commercializing our BlackDiamond glasses (which are labeled with a “BD” prefix) as alternatives to using Germanium.

BD2, our first glass, has been in production for nearly 15 years.

BD6, our second glass, and our flagship material, is produced in volume and fielded in multiple products, both commercial and defense related.

Additionally, in December 2021 we received an exclusive license from the U.S.

Some of these materials such as BD6 and BD2, are generic, and are produced by at least two other companies.

The crown jewels of our materials, the BDNL type, are exclusive to us, and the most impactful to our products and to the market as a whole in terms of technology, innovation and value creation.

In December 2021 we secured an exclusive license from the U.S.

government for the Chalcogenide materials that have been developed by the NRL.

Following a two-year effort to transition those new materials into production, we began making available for commercial use some of those new materials, starting with the introduction of BDNL-4 in April 2024.

Our BlackDiamond materials offer multiple advantages over materials, such as Germanium, that have been traditionally used up until now.

Germanium is a key material used in infrared optics.

Our BlackDiamond materials offer multiple advantages over materials, such as Germanium.

It is estimated that over 67% of the global Germanium supply originates out of China, with Russia being the second largest supplier.

Those two countries together control over 90% of the supply of Germanium and Gallium, two critical materials in infrared optics.

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 July 2023, China announced export restrictions on those two materials.

Those export restrictions have significantly impacted the cost and supply of those materials in the west, with the cost increasing by more than 60%, as of June 2024.

Restrictions on supply from Russia and China have increased prices of Germanium from around $1,000 per Kg a few years ago, to a price of over $4,000 a Kg today.

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

Our BlackDiamond materials, which are made in the USA and produced from raw ingredients available from many countries all over the globe, offer an alternative to the use of Germanium in infrared systems.

Knowing that our materials are produced domestically and have a secure supply chain has been driving sales growth in our business and in particular in the defense sector.

In addition to providing an alternative to the use of Germanium, the new materials we licensed exclusively from the NRL have unique technical advantages compared to traditional materials.

One of those advantages is multispectral performance, meaning the glass can be used as an optical material in two or more wavebands in the infrared.

While conventionally infrared materials have been used in one band (Silicon used in mid wave band, Germanium in long wave band, etc.), our new BlackDiamond materials cover a very wide range of wavelengths, including all three infrared bands (short wave, mid wave and long wave) and some of the materials also work in the near infrared and even in part of the visible light band.

This in turn enables the development of true multispectral systems, ones in which one camera will be able to image in more than one waveband simultaneously.

The implications for this are very significant in the defense world, but also in the industrial world where, for example, a large range of temperatures to be measured translates to a need to image in both mid wave and long wave.

This is well within the capabilities of our Mantis camera because of its multispectral glass.

The second significant advantage our BlackDiamond materials have is their performance is less affected by changes in environmental temperature.

Similar to the way materials contract in low temperatures or expand in warm temperatures, the optical properties also change with temperature.

Specifically, the refractive index changes with temperature, which is called a thermo-optic coefficient.

A material such as Germanium has a high thermo optic coefficient of 400 ppm per change of one degree Celsius.

This means that when the temperature changes by 10 degrees, as an example, the lens loses focus and needs to be refocused.

Our BlackDiamond materials are carefully engineered to have very low thermo-optic coefficients, so that their optical power (refractive index) almost does not change when the ambient temperature changes.

Some materials such as BDNL-4 have a negative thermo optic coefficient, acting as a natural compensator when the temperature changes.

Other materials such as BDNL-8 have a thermo optic coefficient that is so close to zero, the standard test equipment cannot even measure it!

In addition to providing an alternative to the use of Germanium, the new materials we licensed exclusively from the NRL have unique technical advantages compared to traditional materials, including multispectral performance and low thermo-optic coefficients, making them less affected by changes in environmental temperature.

The combination of providing an alternative to the use of Germanium and Gallium, together with distinct technological advantages, make these materials which we own exclusively, a very desirable and key element in every future infrared system.

As described above in Growth Strategy , we take these unique advantages and leverage them to become not only the supplier of choice, but also to be producer of the subsystems and complete imaging solutions, a much larger part of the system then we previously had as a component manufacturer.

The importance of those materials, both from a supply chain liability perspective as well as from a technology leadership perspective has led to some significant collaborations and efforts together with various governmental groups, and in particular with the U.S.

As described above in Growth Strategy , we leverage these unique advantages to become not only the supplier of choice for materials and optics, but also to be producer of the subsystems and complete imaging solutions, a much larger part of the system than we previously had as a component manufacturer.

The importance of those materials, both from a supply chain resilience perspective as well as from a technology leadership perspective has led to some significant collaborations and efforts together with various governmental groups, and in particular with the U.S.

As announced on several separate occasions, LightPath has received funded development contracts from the U.S.

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Consistent with our strategic plan, we have focused our development efforts in fiscal years 2024 and 2025 on products, technologies and capabilities that allow us to provide better solutions using the most optimal technology for each customer and with alignment to customer product lifecycle.

Different from years past, in 2024 most of our development efforts were either directly funded by customers, or largely overlapped with programs already being funded by customers.

Such funding sometimes takes place as direct funding, such as through the Defense Logistics Agency or other governmental awards to support development of specific technology of interest, or funding for product development that also generates intellectual property and know-how.

In 2024, much of our development efforts were directed around camera technology.

We have been developing new versions of existing cameras such as a version of our Mantis, including one which is used for furnace inspection and a version for long range detection, among others.

We also developed new camera products while working closely with Maris-Tech in Israel to integrate an AI accelerator hardware into our camera pipeline.

This AI accelerator made by Hailo (also in Israel), will enable our customers to easily deploy their own flavor of AI directly in the camera (true edge implementation, which we named EdgeIR).

In parallel to these new technologies we continue to invest in our core, classic technologies of materials and optical fabrication.

In 2024, we formally announced availability of the first of our new materials licensed from the NRL, BDNL-4.

BDNL-4 is unique because it has a negative thermo-optic coefficient, an attribute that is key in a-thermalization of optical systems.

These new materials have already landed us a new, exclusive new project for an airborne system, which, like the Lockheed Martin project, has the potential of leading to recurring annual revenue of $10 million or greater.

We generally rely on trade secret protection for technology we develop, but do pursue patents for certain of such technology.

In many cases the benefits of patent protection is offset by the requirement to disclose in detail the processes, and so we intend to apply for a patent only the case when we believe the patent is enforceable and does not compromise our trade secrets and intellectual properties developed over three decades.

As much of our current and future growth are centered around thermal imaging, naturally our new product efforts are too.

In fiscal year 2025, that included both enabling technologies such our BlackDiamond glass, as well as assemblies and cameras.

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

Besides offering an alternative to using Germanium as a lens material, optics made from our various BlackDiamond materials offer unique properties that can be very useful in system design.

For example, some BlackDiamond materials have a negative, or even zero thermo-optic coefficient, making them very useful when designing a system that needs to operate across a wide range of temperatures.

Other materials feature low dispersion, making them very useful for systems that need to work across a wide range of wavelengths.

We leverage those characteristics to develop advanced optical systems and cameras that we can offer as standard, or custom systems to our customers.

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

Mantis is an uncooled camera that does that in both midwave and longwave parts of the spectrum, and it is made possible with the use of one of our BDNL materials.

We also have been developing other multispectral assemblies such as ones that image in both the shortwave and midwave portion of the spectrum.

We intend to continue to develop our multispectral portfolio, as we have a significant advantage in that area, and the detector technology is evolving, making multispectral imaging a possibility that did not exist easily before.

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

In August 2025 we announced completing the redesign of two cooled midwave cameras made by G5 infrared, which we acquired in February of that year.

Eliminating Germanium from those cameras was made possible by using BlackDiamond as an alternative material.

To the best of our knowledge, we are the first to offer a midwave uncooled camera that does not require any Germanium.

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

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

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

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As part of our product development and research and development efforts, we have numerous employees with engineering and related advanced degrees located in our facilities in the U.S., China and Latvia.

Our facilities in Orlando, Florida, Plano, Texas, and Zhenjiang, China are located in or near industrial technology campuses with substantial access to optical industry constituencies, including a major university.

Our facilities in Orlando, Florida, Plano, Texas, Hudson, New Hampshire and Zhenjiang, China are located in or near industrial technology campuses with substantial access to optical industry constituencies, including a major university.

This enables us and our staff to remain on the cutting edge of industry design trends and to enter into collaborative engagements.

Product Groups and Markets

We previously organized our products in three groups:

precision molded optics (“PMO”), infrared, and specialty products.

Revenues from product development agreements for engineering services were included in specialty products.

With our strategic transition into more value-added solutions, and the addition of Visimid in July 2023, we reorganized our products into four product groups:

infrared components, visible components, assemblies and modules, and engineering services.

Assemblies and modules were previously included in PMO, infrared or specialty products, depending on the lens type.

We categorize our products into four product groups:

(i) infrared components, (ii) visible components, (iii) assemblies and modules, and (iv) engineering services.

G5 Infrared’s revenue is generally derived from infrared components (including coating services) and assemblies and modules.

Infrared Components Product Group.

Our infrared product group is comprised of both molded and turned infrared lenses and assemblies using a variety of infrared glass materials.

This product group also includes both conventional and CNC ground and polished lenses.

Our infrared product group is comprised of both molded and turned infrared lenses using a variety of infrared glass materials.

This product group also includes revenue from sales of our BlackDiamond glass materials, and G5’s optical component and coating business.

This product group includes both conventional and CNC ground and polished lenses.

Advances in chalcogenide materials have enabled compression molding for mid-wave (“MWIR”) and long-wave (“LWIR”) optics in a process similar to precision molded lenses.

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Historically, the majority of our thermal imaging products have been germanium-based, which is subject to market pricing and availability.

BD6 offers a lower-cost alternative to germanium, which we expect will benefit the cost structure of some of our current infrared products and allow us to expand our product offerings in response to the markets’ increasing requirement for low-cost infrared optics applications.

During fiscal year 2024, we also formally announced availability of the first of our new materials licensed from the NRL, BDNL-4.

BD6 offers a lower-cost alternative to germanium, which is beneficial to the cost structure of some of our current infrared products and we expect it will allow us to continue to expand our product offerings in response to the markets’ increasing requirement for low-cost infrared optics applications.

During fiscal year 2024, we also formally announced availability of BDNL-4, the first of our new materials licensed from the NRL.

BDNL-4 is unique because it has a negative thermo-optic coefficient, an attribute that is key in a-thermalization of optical systems.

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Assemblies and Modules Product Group.

Our assemblies and modules product group is comprised of other value-added products, including both infrared and visible components, such as mounted lenses, optical assemblies, collimator assemblies, and other custom specialty optics.

Collimator assemblies are utilized in applications involving light detection and ranging (“LIDAR”) technology for advanced driver assistance systems and autonomous vehicles, such as forklifts and other automated warehouse equipment.

This continues to be an emerging market with long-term growth potential for us.

We also expect growth from medical programs and commercial optical sub-assemblies.

We design, build, and sell optical assemblies in markets for test and measurement, medical devices, military, industrial, and communications based on our proprietary technologies.

Infrared systems, which include thermal imaging cameras, temperature sensing, gas sensing devices, spectrometers, night vision systems, automotive driver awareness systems, such as blind spot detection, thermal weapon sights, and infrared counter measure systems, is an area that is growing rapidly and we are selling products that are utilized in a number of these applications.

As infrared imaging systems become widely available, market demand will increase as the cost of components decreases.

Our aspheric molding process is an enabling technology for the cost reduction and commercialization of infrared imaging systems utilizing smaller lenses because the aspheric shape of our lenses enables system designers to reduce the lens element in a system and provide similar performance at a lower cost.

In addition, there is a trend toward utilizing smaller size sensors in these devices which require smaller size lenses and that fits well with our molding technology.

Many of our optical assemblies consist of several products that we manufacture.

Our assemblies and modules product group is comprised of both optical assemblies such as lens systems, and cameras, both in the form of camera modules and complete camera systems.

Historically this product group also included optical fiber collimators and some visible lens assemblies, however those are now a very small part of our activity, making infrared cameras and assemblies the most dominant part of this group.

Today, the majority of the revenue of this group is derived from cameras made in our Texas facility (uncooled camera systems and modules), cameras made in our New Hampshire facility (cooled cameras for long range surveillance and detection), and optical assemblies such as standard off the shelf lens assemblies, and custom lens assemblies.

The latter of which are produced mainly in Orlando.

Engineering Services Product Group.

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Sales and Marketing

Extensive product diversity and varying levels of product maturity characterize the optics industry.

Product verticals range from consumer (e.g., AR/VR headset, cameras, cell phones, gaming devices, and copiers) to industrial (e.g., lasers, data storage, and infrared imaging), from products where the lenses are the central feature (e.g., telescopes, microscopes, and lens systems) to products incorporating lens components (e.g., 3D printing, machine vision, LIDAR, robotics and semiconductor production equipment) and communications (e.g., fiber, 5G and satellite laser based).

As a result, we market our products across a wide variety of customer groups, including laser systems manufacturers, laser OEM’s, infrared-imaging systems vendors, automotive OEMs, industrial laser tool manufacturers, telecommunications equipment manufacturers, medical instrumentation manufacturers and industrial measurement equipment manufacturers, government defense agencies, and research institutions worldwide.

As a vertically integrated company, offering from raw materials (glass), to semi-finished goods (lenses) and finished goods (assemblies and cameras), we market and sell our products to a wide range of customers, which are positioned at various levels of the supply and integration chain.

As such, our marketing efforts must cover a wide range of companies and positions, sometimes we might sell to one company both our raw materials, our optics and our systems, each one typically to a different group.

Additionally, since Photonics is an enabling technology to other industries, we naturally serve many different verticals.

From defense, through industrial and sometimes all the way to consumer products..

As a result, we market our products across a wide variety of customer groups, including defense primes acting both as systems manufacturers and system integrators, laser OEM’s, automotive OEMs, industrial laser tool manufacturers, telecommunications equipment manufacturers, medical instrumentation manufacturers and industrial measurement equipment manufacturers, government defense agencies, and research institutions worldwide.

Our marketing efforts include a global unification of our messaging with the use of digital advertising, branding activities that utilize social media, our website and direct marketing activities.

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Sales Model & Structure.

To align the organization to better serve our new solution strategy and for accountability of our key corporate objectives, we have made organizational changes designed to ensure customer satisfaction and operational efficiency.

We have aligned our sales organization to best serve our solution strategy and to provide accountability of our key corporate objectives, while ensuring customer satisfaction and operational efficiency.

Our organizational structure includes a technical project management function that enables the close coordination of supply with demand to help us leverage our core offerings and coordinate our engineering development efforts that will leverage and expand our portfolio of capabilities.

We have recently incorporated our product management function within our go-to-market team to provide both internal and external support for growth of our thermal imaging product solutions portfolio.

We have also transitioned from a business unit focus to a unified global direct sales team that promotes the overall company portfolio and is standardized on a problem solving, needs analysis process.

Our product management function is part of our go-to-market team to provide both internal and external support for growth of our thermal imaging product solutions portfolio.

We also have a unified global direct sales team that promotes the overall company portfolio and is standardized on a problem solving, needs analysis process.

Sales Team & Channel.

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We continue to enhance our website (www.lightpath.com), social media presence, email communications and our position as thought leaders in both optics and thermal imaging through these platforms.

We display our standard products, promote new innovative offerings and meet with industry influencers at a number of conferences each year throughout North America, Europe and Asia.

So far in 2024, we have participated in the SHOT Show in Las Vegas, the largest professional event for the sport shooting, hunting and outdoor industry in North America;

SPIE Photonics West in San Francisco;

SPIE DCS, AUVSI Xponential which promotes emerging technologies supporting autonomous vehicles, drones and robotics;

and numerous other conferences in the EU as well as Asia.

These trade shows provide us an opportunity to further expand our brand, network to enhance business relationships and gain valuable insight into technology trends in our target markets.

We display our standard products, promote new innovative offerings and meet with industry influencers and product users at a number of conferences each year throughout North America, Europe and Asia.

So far in 2025, we have participated at the Consumer Electronics Show (CES) and the SHOT Show in Las Vegas.

Shot Show is the largest professional event for the sport shooting, hunting and outdoor industry in North America.

Other shows include the following:

SPIE Photonics West in San Francisco, CA;

AUVSI Xponential, which promotes emerging technologies supporting autonomous vehicles, drones and robotics and C-UAS;

Special Operations Forces week (“SOF Week”) in Tampa, where LightPath, along with our industry partners, has the opportunity to see products displayed and demonstrated, as well as to speak to specific US military Branches that use our technology.

In addition to attending industry shows in the U.S., LightPath attends and supports numerous other conferences in the EU as well as Asia.

These trade shows provide LightPath with an opportunity to further expand our brand, network to enhance business relationships and gain valuable insight into technological trends in our target markets.

As we continue our efforts to be viewed as a solutions provider and thought leader in the industries we serve, we continue to participate in these events, exhibiting and educating our current and potential customers.

The markets in which we compete are highly competitive and highly fragmented in their needs.

We compete with manufacturers of conventional spherical lenses and optical components, providers of aspheric lenses and optical components, and producers of optical quality glass.

In addition, we compete with providers of thermal imaging products that produce their own optical components and sensors.

As a vertically integrated company, with offerings ranging from raw materials (glass), to semi-finished goods (lenses) and finished goods (assemblies and cameras), we face competition in all of these levels of the supply chain.

Additionally, we are, on occasion, both a supplier and a competitor to some companies in the market, if for example they produce infrared cameras that compete with ours, yet purchase optical components from us.

This is not a-typical in the defense industry, where competing companies frequently supply each other with components, materials or sub systems.

As we continue to grow our product offerings, add new services and expand in some geographies, our competitive landscape also evolves and we face new competitors.

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

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Engineered Solutions and Assemblies and Modules Product Groups.

As described earlier in regards to product groups, our engineering services and assemblies and modules product groups are tied together, such that one (engineering services) mostly feeds the other group (assemblies and modules).

As described earlier in regards to product groups, our engineering services and assemblies and modules product groups (which includes cameras) are tied together, such that one (engineering services) mostly feeds the other group (assemblies and modules).

As such, the competition for the two groups are also tied together and we will therefore address both groups together.

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The second type of competition we see is standard products, which can be available to the customer without any customization.

Such products are available from many vendors, including those that offer a large catalog of standard assemblies, those that offer standard cameras with no customization, and others.

In standard products, the competition is very different, and customers must even compromise on performance, or adjust their system requirements to use a standard off the shelf product.

Such products are available from many vendors, including those that offer a large catalog of standard assemblies such as Ophir Optronics Solutions Ltd.

(a subsidiary of MKS Instruments, Inc.), Controp Precision Technologies Ltd., Teledyne FLIR and Clear Align LLC, those that offer standard cameras with no customization, and others.

In standard products, the competition is very different, and customers must either compromise on performance, or adjust their system requirements to use a standard off the shelf product.

Since customers are always looking to improve their products vis a vis competition, and to push the limits and boundaries of performance, compromising for an off the shelf product is not a fit for such customers.

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However, as technology evolves, and as the customer base expands to include more customers who do not view optics as part of their core capabilities and know-how, more and more companies abandon the approach of designing everything in-house, and thus the internal type of competition is in decline.

Companies in this category are typically large defense prime contractors that are often both competitors and customers.

Those include for example, Lockheed Martin, Anduril, Teledyne FLIR, RTX and Elbit Systems.

Infrared Components Product Group.

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

We believe this process will create significant differentiators and value in this industry segment, and will further change the dynamics of this industry segment.

We believe this process will create significant differentiators and value in this industry, and will further change the dynamics of this industry.

Our molded infrared optics competes with products manufactured by Umicore N.V., Rochester Precision Optics, and a number of Asian and European manufacturers.

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Manufacturing

Our manufacturing is largely performed in our combined 58,500 square feet of production facilities in Orlando, Florida, in LPOIZ’s combined 55,000 square feet of production facilities in Zhenjiang, China, and in ISP Latvia’s 29,000 square feet of production facilities in Riga, Latvia.

Effective June 1, 2024, LPOIZ reduced its facility to 39.500 square feet.

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

Our Orlando Facility and LPOIZ’s Zhenjiang Facility feature areas for each step of the manufacturing process, including coating work areas, diamond turning, manufacturing and a clean room for precision glass molding and integrated assembly.

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The Orlando and Zhenjiang Facilities have anti-reflective and infrared coating equipment to coat our lenses in-house.

ISP Latvia’s Riga Facility includes fully vertically integrated manufacturing processes to produce high precision infrared lenses and infrared lens assemblies, CNC grinding, conventional polishing, diamond turning, assemblies and state of the art metrology.

During fiscal year 2021, we began adding infrared coating capabilities in the Riga Facility as well.

We are routinely adding additional production equipment at our Orlando, Zhenjiang and Riga Facilities.

In fiscal year 2021, we added additional space in our Riga Facility, and also executed a lease agreement for additional space at our Orlando Facility.

We completed the build out of our additional Orlando Facility space in August 2023.

G5 Infrared’s Hudson, New Hampshire facility features the manufacturing of infrared coatings and production scale ability to assemble lenses and cameras as well as modern measuring and automation alignment tools.

We add production equipment and space at our facilities as needed.

In fiscal year 2021, we added additional space in our Riga Facility, and in August 2023, we completed the build out of our additional Orlando Facility space.

In July 2025 we entered into a lease agreement for a larger manufacturing and office facility in Plano, Texas, to expand Visimid’s engineering, development and low volume sensor alignment capabilities.

In addition to adding equipment or space at our manufacturing facilities, we add work shifts, as needed, to increase capacity and meet forecasted demand.

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

ISP Latvia’s Riga Facility consists of crystal growth, grinding, polishing, diamond turning, quality control departments and a mechanical shop to provide the departments with the necessary tooling.

ISP Latvia’s Riga Facility consists of grinding, polishing, diamond turning, quality control, infrared coating departments and a mechanical shop to provide the departments with the necessary tooling.

The grind and polish department has modern CNC equipment, lens centering and conventional equipment to perform spindle, double sided and continuous polishing operations.

The diamond turning department has numerous diamond-turning machines accompanied with the latest metrology tools.

During fiscal year 2021, we began adding infrared coating capabilities at the Riga Facility, which was completed the second half of fiscal year 2022.

The infrared coating department is equipped with multiple anti-reflective and wear resistant coating chambers.

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

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

The Hudson, New Hampshire facility is ISO9001/AS9100 certified, which is tailored for aerospace, space and defense requirements.

The Zhenjiang Facility is also ISO/TS 1649:2009 automotive certified for manufacturing of optical lenses and accessories.

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Department of State;

included in this registration are the Plano, Texas and Hudson, New Hampshire facilities.

The Riga Facility has a DSP-5 ITAR license and Technical Assistance Agreement in place that allows this facility to manufacture items with ITAR requirements.

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United States

October 21, 2027

Combination mark

United States

August 27, 2030

United States

April 29, 2027

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September 13, 2025

(Renewal pending)

United States

February 12, 2025

August 14, 2034

Combination mark

United States

December 21, 2032

United States

Environmental and Governmental Regulation

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

Our employees are critical in providing our customers the most innovative optic products.

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

We employ a diverse group of people with different backgrounds, cultures, education and experience to move the Company and our strategic plan forward.

As of June 30, 2024, we had 316 employees globally, including 304 full-time and 12 part-time employees, with 99 full-time employees in the U.S., 102 full-time employees located in Riga, Latvia, and 101 full-time employees located in Zhenjiang, China.

As of June 30, 2025, we had 350 employees globally, including 345 full-time and 5 part-time employees, with 153 employees in the U.S., 98 employees located in Riga, Latvia, and 99 employees located in Zhenjiang, China.

We have used and will continue utilizing part-time support, including interns, temporary employment agencies, and outside consultants, as required from time to time.

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

What changed 10-K

Item 1. Business