9 unchanged sentences
Based on the results of this assessment, our management concluded that our internal control over financial reporting was effective as of June 30, 2025 based on such criteria.
+Added: 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.
+Added: Management’s assessment of the effectiveness of our internal control over financial reporting as of June 30, 2025, excludes the internal controls of G5 Infrared, LLC, which was acquired on February 18, 2025.
+Added: The acquired business represented approximately 14% of our total assets, excluding goodwill and intangible assets, 16% of our revenue, and 5% of our net loss as of and for the fiscal year ended June 30, 2025.
+Added: 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.
5 unchanged sentences
Changes in Internal Controls over Financial Reporting
−Removed: In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls.
−Removed: In connection with the events that occurred at our Chinese subsidiaries, we adopted additional policies and procedures designed to improve our internal controls, including, without limitation, revising the reporting structure for our foreign-based finance directors, adopting Codes of Conduct applicable to our subsidiaries’ foreign-based employees, adopting an internal authority approval matrix, and hiring additional staff for our accounting department at LPOIZ to improve segregation of duties, among other items.
−Removed: Other than these modifications, 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 and since the year ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There have not been any significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information.
+Added: During the three months ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
1 unchanged sentence
Directors, Executive Officers and Corporate Governance .
−Removed: Currently, we have six directors with each director serving until his or her successor is elected and qualified.
−Removed: Our Board is divided into three classes, denoted as Class I, Class II, and Class III, serving staggered three-year terms with one class elected at the annual meeting of stockholders.
−Removed: The Class II Directors' term expires at the annual meeting of stockholders proposed to be held in fiscal year 2025.
−Removed: The Class I Directors’ term expires at the annual meeting of stockholders proposed to be held in fiscal year 2026.
−Removed: The Class III Directors’ term expires at the annual meeting of stockholders proposed to be held in fiscal year 2027.
−Removed: The table below lists each current director, each such director’s committee memberships as of June 30, 2024, the Chair of each Board committee, and each such director’s class.
−Removed: Joseph Menaker I
−Removed: Darcie Peck I
−Removed: Scott Faris, Chair II
−Removed: Eric Creviston II
−Removed: Kim Crider III
−Removed: Shmuel Rubin III
−Removed: Committee Chair:
−Removed: Biographical and Related Information – Directors and Executive Officers
−Removed: The following is an overview of the biographical information for each of our directors and executive officers, including their age, the year they became directors or officers, their principal occupations or employment for at least the past five years, and certain of their other directorships.
−Removed: Class II Directors
−Removed: Scott Faris, 59
−Removed: Faris has served as a director of the Company since December 2011, and was appointed Chair, effective December 20, 2022.
−Removed: Faris is an experienced entrepreneur with almost two decades of operating, venture-financing, and commercialization experience, involving more than 20 start-up and emerging-growth technology companies.
−Removed: In April 2024 Mr.
−Removed: Faris founded Eqlipse Quantum, a commercialization accelerator focused on launching and financing transformational dual-use quantum enabled companies for critical defense and intelligence requirements..
−Removed: From October 2021 to April 2024, Mr.
−Removed: Faris served as Chief Executive Officer of Infleqtion (formerly Cold Quanta, Inc.).
−Removed: Since September 2016, he had served as Chief Business Officer of Luminar Technologies, Inc., a leading developer of autonomous vehicle systems technologies including Lidar sensor suites.
−Removed: In June 2013, Mr.
−Removed: Faris founded Aerosonix, Inc.
−Removed: (formerly MicroVapor Devices, LLC), a privately held developer and manufacturer of advanced medical devices, and served as its Chief Executive Officer until August 2016 and has served as Chairman of the board of directors since June 2013.
−Removed: Faris also founded the Astralis Group, a strategy advisor that provides consulting to start-up companies and, since 2004, Mr.
−Removed: Faris has served as its Chief Executive Officer.
−Removed: In August 2007, Mr.
−Removed: Faris founded Planar Energy, a company that developed transformational ceramic solid-state battery technology and products and served as its Chief Executive Officer until June 2013.
−Removed: Planar Energy is a spin-out of the U.S.
−Removed: Department of Energy’s National Renewable Energy Laboratory.
−Removed: From October 2004 to June 2007, Mr.
−Removed: Faris was a partner with Corporate IP Ventures (formerly known as MetaTech Ventures), an early-stage venture fund specializing in defense technologies.
−Removed: Faris also previously served as the Chairman and Chief Executive Officer of Waveguide Solutions, a developer of planar optical light wave circuit and micro system products, and as a director and Chief Operating Officer of Ocean Optics, Inc., a precision-optical-component and fiber-optic-instrument spin-out of the University of South Florida.
−Removed: Faris was also the founder and Chief Executive Officer of Enterprise Corporation, a technology accelerator, served as a director of the Florida Seed Capital Fund and Technology Commercialization at the Center for Microelectronics Research, and the Chairman of the Metro Orlando EDC.
−Removed: Faris received a Bachelor of Science degree in Management Information Systems from Penn State University in 1988.
−Removed: Faris’s significant experience in executive management positions at various optical component companies, his experience in the commercialization of optical and opto-electronic component technology, and his background in optics, technology, and venture capital qualify him for service as one of our directors.
−Removed: Eric Creviston, 60
−Removed: Creviston has served as one of our directors since March 2021.
−Removed: He has served as Corporate Vice President and President of Connectivity and Sensors Group for Qorvo, Inc.
−Removed: (“Qorvo”) since June 2022.
−Removed: Prior to that, he served as Corporate Vice President and President of Mobile Products for Qorvo since January 2015.
−Removed: Prior to that, he served as the Corporate Vice President and President of Cellular Products Group for RF Micro Devices, Inc.
−Removed: (“RFMD”) from August 2007 to January 2015.
−Removed: From May 2002 to August 2007, he served as Corporate Vice President of Cellular Products Group (previously known as Wireless Products until 2004), for RFMD.
−Removed: Creviston received a Master’s degree in Electrical and Electronics Engineering from the University of Illinois.
−Removed: Creviston’s previous experience in various leadership roles in Qorvo and RFMD adds invaluable knowledge to our Board with respect to assessing our business strategies, evaluating operating performance, assessing risks, and evaluating potential merger and acquisition opportunities, all of which qualify him for service as one of our directors.
−Removed: Joseph Menaker, 67
−Removed: Menaker was appointed to the Board in November 2018, and prior to that was a consultant to the Board beginning in March 2018, and prior to that was a consultant to us beginning in December 2016.
−Removed: From 1998 to 2016, he served as President of ISP, and as a director of its wholly owned subsidiary, ISP Latvia, until we acquired ISP in December 2016.
−Removed: Menaker is a graduate of Latvian State University, where he received his Bachelor and Master of Science degrees in Economics.
−Removed: Menaker received a Doctor of Philosophy degree in Economics from Leningrad Institute of Finance and Economics.
−Removed: He co-founded UAV Factory Ltd.
−Removed: (“UAVF”) in Latvia in 2009 and served as its CEO from January 2017 to January 2021.
−Removed: Menaker continues to serve as a member of the Board of Directors for UAVF, which became part of Edge Autonomy Holdings.
−Removed: Edge Autonomy Holdings is a leading manufacturer of unmanned aerial vehicles.
−Removed: Menaker is also a Board Member of Alpha Unmanned Systems, Spanish Company specializing in the unmanned rotary systems.
−Removed: He also serves as a board member for Tsal Kaplun Foundation, a non-profit organization.
−Removed: Menaker’s expertise gained in various roles in financial management, international operations, and manufacturing high tech products and their applications for over thirty years, coupled with his knowledge gained as a researcher and analyst in economics provide invaluable knowledge to our Board and qualify him for service as one of our directors.
−Removed: Darcie Peck, 66
−Removed: Peck has served as one of our directors since November 2019.
−Removed: Peck served as a consultant to the Board beginning in April 2019.
−Removed: Prior to that she served as a Managing Partner of a start-up employee engagement consultancy firm from June 2017 through February 2019 and she currently works with and advises private companies in short and long term cash, capital planning and strategies.
−Removed: From May 2013 until February 2016, Ms.
−Removed: Peck served as the Vice President Finance, Global Services for IMS Health Inc.
−Removed: (“IMS Health,” now IQVIA Holdings Inc.), a technology and analytics company serving life sciences companies near Danbury, Connecticut.
−Removed: From November 2009 until May 2013, Ms.
−Removed: Peck was Vice President Financial Planning and Analysis for IMS Health.
−Removed: From May 2002 through November 2009, Ms.
−Removed: Peck was Vice President Finance and Investor Relations for IMS Health.
−Removed: Prior to that, Ms.
−Removed: Peck was Vice President Finance, IBM Software Group (a division of International Business Machines Corp., or “IBM”) in Somers, New York from March 2001 to May 2002.
−Removed: From 1982 through to 2001, she held progressively increasing leadership responsibilities at IBM in finance, including Chief Financial Officer and General Manager of several acquired companies in technology, manufacturing, and computer leasing.
−Removed: Peck earned a Bachelor of Arts degree in Biology at the University of Rochester and a Master’s degree in Business Administration from New York University Stern Graduate School of Business Administration.
−Removed: Peck’s expertise in executive leadership, financial and strategic planning, investor relations, international business, general management, business and pricing acumen, and high technology manufacturing process knowledge, uniquely qualifies her for service as one of our directors.
−Removed: Class III Directors
−Removed: Kim Crider, 59
−Removed: Crider is a highly experienced executive and has served as a director on boards for both private and public companies.
−Removed: She has held executive leadership positions in several multi-billion-dollar enterprises over the past 10 years, with deep expertise in aerospace, cybersecurity, data/AI and information technology.
−Removed: Crider presently has served as a member of the Board of Directors for the National Cybersecurity Center since July 2021, and for the Catalyst Campus for Technology & Innovation since January 2022.
−Removed: She also serves as a Board Advisor for Aalyria Technologies, Inc.
−Removed: a position she has held since January 2022.
−Removed: Crider served as a member of the Board of Directors of Virgin Orbit National Systems, LLC from April 2022 to August 2023.
−Removed: Crider is a founding partner and since its inception in May 2023, has served as the Co-Chief Executive Officer of Elara Nova Space Consultancy, LLC, a premier global advisory firm focused on the space sector.
−Removed: From 2016 to 2021, she was President of Kim Crider & Associates, LLC and Leadership Matters, LLC, specialized consulting firms providing executive consulting and coaching services to CEOs, CIOs, CTOs and other C-Suite leaders across industry sectors.
−Removed: A retired Major General in the United States Air Force, after serving in progressive leadership roles from 1986-2019, she also served as the first Chief Technology and Innovation Officer for the United States Space Force, Pentagon Washington D.C.
−Removed: from 2019 to 2021.
−Removed: Crider earned a Bachelor of Science degree in Electrical Engineering from Duke University in North Carolina, a Master of Business Administration degree from Western New England College in Massachusetts, a Master of Science in Military Studies from Air Command and Staff College in Alabama, a Master of Science in National Resource Strategy from National Defense University in Washington, D.C., and a Graduate Certificate in Organizational Behavior from Harvard University in Massachusetts.
−Removed: Crider’s expertise in corporate accountability, compliance, special security agreements, CEO transition/succession planning, cybersecurity risk management and oversight, uniquely qualifies her for service as one of our directors.
−Removed: Shmuel Rubin, 50
−Removed: President & Chief Executive
−Removed: Officer, Director
−Removed: Rubin has served as our President, Chief Executive Officer, and as a Director since March 2020.
−Removed: Rubin is also Chief Executive Officer and a director of LightPath Optical Instrumentation (Shanghai) Co., Ltd.
−Removed: (“LPOI”), our wholly-owned subsidiary located in Jiading, People’s Republic of China, LightPath Optical Instrumentation (Zhenjiang) Co., Ltd.
−Removed: (“LPOIZ”), our wholly-owned subsidiary located in the New City District, of the Jiangsu province of the People’s Republic of China, ISP Optics Corporation (“ISP”), our wholly-owned subsidiary, located in Orlando, Florida, and ISP Optics Latvia SIA (“ISP Latvia”), our wholly-owned subsidiary located in Riga, Latvia.
−Removed: Prior to joining us, Mr.
−Removed: Rubin was formerly the General Manager at Thorlabs Inc.
−Removed: (“Thorlabs”).
−Removed: Rubin’s prior senior executive role at Thorlabs, he was responsible for Thorlabs’ Imaging Systems Division, a standalone organization with its own sales and marketing, as well as global responsibility for all of Thorlabs’ Life Science activities.
−Removed: Among the positions he held at Thorlabs, Mr.
−Removed: Rubin founded and grew Thorlabs’s fast growing operation in China, and spearheaded Thorlabs’ entry and significant growth in the Life Sciences market.
−Removed: As a member of the senior executive team, Mr.
−Removed: Rubin led new strategic initiatives for Thorlabs, including new product lines, acquisitions and growth into new markets.
−Removed: Prior to joining Thorlabs, Mr.
−Removed: Rubin co-founded Xlight Photonics, an optical communication startup, which was later sold to a telecommunications private equity firm.
−Removed: Rubin holds a Bachelor of Science degree in Electronic Engineering from Ben Gurion University, a Master of Business Administration degree from New York University, Stern School of Business, and is a graduate of the Executive Education, Program for Leadership Development at Harvard Business School.
−Removed: Rubin’s significant management experience in the optical industry qualifies him to lead us and our business and serve as one of our directors.
−Removed: Executive Officers Who Do Not Serve as Directors
−Removed: Albert Miranda, 57
−Removed: Chief Financial Officer
−Removed: Miranda joined the Company in April 2021 and was appointed as our Chief Financial Officer on May 7, 2021.
−Removed: Miranda was previously employed with Jenoptik North America, Inc.
−Removed: (“Jenoptik”) for twelve years and held the positions of President and Chief Financial Officer.
−Removed: Prior to his employment with Jenoptik, he held senior level finance and operational positions in optical products groups within Carl Zeiss AG and served in the finance department for a division of BASF SE.
−Removed: Miranda received an undergraduate degree in Public Accounting from Pace University in New York.
−Removed: He attained significant professional experience and management expertise through key functional areas encompassing finance, operations, business development, sales, marketing, human resources, and information technology across a broad group of products and services in demanding and diverse industries including healthcare, defense and security, consumer electronics, automotive, and semiconductors.
−Removed: Family Relationships
−Removed: There are no family relationships among our executive officers and directors.
−Removed: Corporate Codes and Policies
−Removed: The Board approved an Amended and Restated Code of Business Conduct and Ethics (the “Code”) on April 28, 2016.
−Removed: The Code applies to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions.
−Removed: The Board also approved an Amended and Restated Code of Business Conduct and Ethics for Senior Financial Officers (the “Senior Financial Officer Code”), which applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller, accounting manager, and persons performing similar functions.
−Removed: Copies of the Code and the Senior Financial Officer Code are available on our website at www.lightpath.com , under the “Investors” tab, or may be obtained free of charge by writing to:
−Removed: Corporate Secretary, LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida 32826.
−Removed: Insider Trading Policy
−Removed: Our written Guide for Trading in Securities governs trading activity by directors, officers and employees, was adopted by the Board in 2018.
−Removed: Employees and directors are prohibited from selling or buying publicly traded options on LightPath stock, or trading in any LightPath stock derivatives.
−Removed: Additionally, these individuals may not engage in transactions in which they may profit from short-term speculative swings in the value of LightPath stock utilizing “short sales” or “put” or “call” options, and they are prohibited from holding LightPath stock in a margin account or pledging Company securities as collateral for a loan.
−Removed: Independent Committees
−Removed: In accordance with the The Nasdaq Capital Market (the “NCM”) and SEC rules, the Board affirmatively determines the independence of each director and director nominee in accordance with guidelines it has adopted, which include all elements of independence set forth in the NCM listing standards.
−Removed: Based on these standards, the Board has determined that as of the end of fiscal year 2024, each of the following non-employee directors was independent and has no relationship with us, except as one of our directors and stockholders:
−Removed: Eric Creviston
−Removed: Joseph Menaker
−Removed: Based on these standards, the Board determined Shmuel Rubin, currently a Class III Director, is not independent.
−Removed: All of the members of the Audit, Nominating, and Compensation Committees are independent.
−Removed: Board Committees
−Removed: The Board has an Audit Committee (the “Audit Committee”), a Compensation Committee (the “Compensation Committee”), a Nominating and Corporate Governance Committee (the “Nominating Committee”), and a Finance Committee (the “Finance Committee”).
−Removed: Audit Committee.
−Removed: The Audit Committee, which as of June 30, 2024, consisted of Darcie Peck (Chair), Dr.
−Removed: Joseph Menaker, and Kim Crider, met four times during fiscal year 2024.
−Removed: The meetings included discussions with management and with our independent registered public accounting firm to discuss our interim and annual consolidated financial statements and our annual report, and the effectiveness of our financial and accounting functions and organization.
−Removed: The Audit Committee acts pursuant to a written charter adopted by the Board, a copy of which is available on our website at www.lightpath.com under the “Investors” and “Governance” tabs.
−Removed: The Audit Committee’s responsibilities include, among others, engaging and terminating our independent registered public accounting firm, oversight of the independent registered public accounting firm, and determining the compensation for their engagement(s).
−Removed: The Board has determined that the Audit Committee is comprised entirely of independent members as defined under applicable listing standards set out by the SEC and NCM.
−Removed: The Board has also determined that all three members of the Audit Committee are “audit committee financial experts” as defined by SEC rules and qualify as independent in accordance with the NCM rules.
−Removed: Their respective business experience that qualifies each director to be determined as “audit committee financial expert” is described above.
−Removed: Compensation Committee.
−Removed: The Compensation Committee, which as of June 30, 2024, consisted of M.
−Removed: Scott Faris (Chair), Darcie Peck, and S.
−Removed: Eric Creviston, met once during fiscal year 2024.
−Removed: The Compensation Committee acts pursuant to a written charter adopted by the Board, a copy of which is available on our website at www.lightpath.com under the “Investors” and “Governance” tabs.
−Removed: The Compensation Committee is responsible for establishing, implementing, and continually monitoring our compensation policies and philosophy, including administering our 2018 Omnibus Incentive Plan (the “SICP”), pursuant to which incentive awards, including restricted stock units and stock options, are granted to our directors, executive officers, and key employees.
−Removed: The Compensation Committee is responsible for determining executive compensation, including approving recommendations regarding equity awards to all of our executive officers.
−Removed: However, the Compensation Committee does rely on the annual reviews made by the Chief Executive Officer with respect to the performance of each of our other executive officers.
−Removed: The conclusions reached, and recommendations made based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Compensation Committee.
−Removed: The Compensation Committee can exercise its discretion in modifying any recommended adjustments or awards to executive officers.
−Removed: In the case of the Chief Executive Officer, compensation is determined solely based on the review conducted by the Compensation Committee.
−Removed: The Compensation Committee also annually reviews director compensation to ensure non-employee directors are adequately compensated for the time expended in fulfilling their duties to us, as well as the skill-level required by us of members of the Board.
−Removed: After the Compensation Committee completes their annual review, they make recommendations to the Board regarding director compensation.
−Removed: The Compensation Committee regularly engages compensation consultants to assist with the Compensation Committee’s responsibilities related to our executive compensation program and the director compensation program.
−Removed: The Compensation Committee plans to engage a consultant every two years to review and make recommendations on the Company’s executive compensation plans.
−Removed: Finance Committee.
−Removed: The Finance Committee, which as of June 30, 2024, consisted of S.
−Removed: Eric Creviston (Chair), Dr.
−Removed: Joseph Menaker, and M.
−Removed: Scott Faris met once during fiscal year 2024.
−Removed: The Finance Committee acts pursuant to a written charter adopted by the Board, a copy of which is available on our website at www.lightpath.com under the “Investors” and “Governance” tabs.
−Removed: The Finance Committee oversees our financial management, including overseeing our strategic and transactional planning and activities, global financing, capital structure objectives and plans, insurance programs, tax structure, and investment program and policies.
−Removed: Nominating and Corporate Governance Committee.
−Removed: The Nominating Committee, which as of June 30, 2024, consisted of M.
−Removed: Scott Faris (Chair), S.
−Removed: Eric Creviston, and Darcie Peck, met once during fiscal year 2024.
−Removed: The Nominating Committee acts pursuant to a written charter adopted by the Board, a copy of which is available on our website at www.lightpath.com under the “Investors” and “Governance” tabs.
−Removed: The Nominating Committee carries out the responsibilities delegated by the Board relating to our director nominations process and procedures, and developing, maintaining, and monitoring compliance with the Company’s corporate governance policies, guidelines, and activities.
−Removed: The Nominating Committee determines the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director.
−Removed: Further, the gender, racial, experience, and skills diversity of the Board is also a factor in our director recruitment process.
−Removed: However, the Nominating Committee and the Board believe that at this time, it is unnecessary to adopt criteria for the selection of directors.
−Removed: Instead, the Nominating Committee and the Board believes that the desirable background of a new individual member of the Board may change over time and that a thoughtful, thorough selection process is more important than adopting criteria for directors.
−Removed: They will also identify, recruit, and screen candidates for the Board, consistent with criteria approved by the Board.
−Removed: The Nominating Committee and Board is fully open to utilizing whatever methodology is efficient in identifying new, qualified directors when needed, including industry contacts of our directors or professional search firms.
−Removed: The Nominating Committee also considers any director candidates recommended by our stockholders and any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules, and regulations, and the provisions of our charter documents.
−Removed: Delinquent Section 16(a) Reports
−Removed: Section 16(a) of the Exchange Act requires our directors, executive officers, and any person beneficially owning more than 10% of our common stock to file reports concerning their ownership of our equity securities with the SEC.
−Removed: Based solely on a review of the forms filed electronically with the SEC during Fiscal 2024 and on written representations that no Form 5 was required to be filed, we believe that, during Fiscal 2024, all of our directors, executive officers, and persons who beneficially owned more than 10% of our common stock timely complied with the Section 16(a) filing requirements.
+Added: The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2026 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2025.
Executive Compensation .
−Removed: Named Executive Officers
−Removed: During fiscal year 2024, our named executive officers were as follows:
−Removed: Shmuel Rubin, our current President and Chief Executive Officer, and a director;
−Removed: Albert Miranda, our current Chief Financial Officer.
−Removed: Compensation Philosophy and Objectives
−Removed: Our compensation policy is designed to attract and retain qualified key executive officers critical to our achievement of reaching and maintaining profitability and positive cash flow, and subsequently our growth and long-term success.
−Removed: To attract, retain, and motivate the executive officers to accomplish our business strategy, the Compensation Committee establishes our executive compensation policies and oversees our executive compensation practices.
−Removed: The Compensation Committee believes that the most effective executive compensation program is one that is designed to recognize the achievement of our specific short-term and long-term goals, and which aligns executives’ interests with those of the stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of improving stockholder value.
−Removed: It is the objective of the Compensation Committee to have a portion of each named executive officer’s compensation contingent upon our performance as well as upon the individual’s personal performance.
−Removed: Accordingly, each named executive officer’s compensation package is comprised of two elements:
−Removed: (i) base salary, which reflects individual performance and expertise and (ii) short-term and long-term incentive awards, which are tied to the achievement of certain performance goals that the Compensation Committee establishes from time to time.
−Removed: The Compensation Committee has structured compensation of our named executive officers to incentivize achievement of our business goals and reward our named executive officers for achieving such goals.
−Removed: The Compensation Committee also evaluates our compensation program to ensure that we maintain the ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executive officers.
−Removed: In accordance with the advisory “say-on-frequency” vote of our stockholders at the fiscal year 2017 annual meeting of stockholders, held in January 2017, and as approved by the Board, we will include an annual advisory “say-on-pay” vote in our proxy statement, including the Proxy Statement for the fiscal year 2024 annual meeting of stockholders.
−Removed: Our next required stockholder advisory “say-on-frequency” vote will occur at our fiscal year 2030 annual meeting of stockholders.
−Removed: The most recent “say-on-pay” advisory vote occurred at the fiscal year 2023 annual meeting of stockholders, at which our stockholders approved, on an advisory basis, the compensation of our named executive officers.
−Removed: Setting Executive Compensation
−Removed: In making compensation decisions, the Compensation Committee relies on the following:
−Removed: the annual reviews made by the Chief Executive Officer with respect to the performance of each of our other named executive officers;
−Removed: the annual review conducted by the Compensation Committee with respect to the performance of the Chief Executive Officer;
−Removed: compensation paid to executive officers of other manufacturing companies similar in size and scope as us and our competitors;
−Removed: our annual performance with respect to our short-term and long-term strategic plan.
−Removed: There is no pre-established policy or target for the allocation between either cash and non-cash or short-term and long-term incentive compensation.
−Removed: Rather, the Compensation Committee annually reviews information to determine the appropriate level and mix of incentive compensation when determining our executive compensation plan.
−Removed: Based on these factors, the Compensation Committee makes compensation decisions, including salary adjustments, annual short-term cash incentive awards, and long-term equity incentive awards for our named executive officers.
−Removed: Retirement Benefits
−Removed: We offer a qualified 401(k) defined contribution plan.
−Removed: The ability of named executive officers to participate fully in this plan is limited under the requirements of the Internal Revenue Code of 1986, as amended, and the Employment Retirement Income Security Act of 1974, as amended.
−Removed: We currently match 100% of the first 2% of employee contributions.
−Removed: Executive Compensation and Risk
−Removed: Although a substantial portion of the compensation paid to our named executive officers is performance-based, we believe our executive compensation programs do not encourage excessive and unnecessary risk-taking by our named executive officers because these programs are designed to encourage our named executive officers to remain focused on both our short-term and long-term operation and financial goals.
−Removed: We achieve this balance through a combination of elements in our overall compensation plans, including:
−Removed: (i) elements that reward different aspects of short-term and long-term performance;
−Removed: (ii) incentive compensation that rewards performance on a variety of different measures;
−Removed: and (iii) cash awards and stock option awards, to encourage alignment with the interests of stockholders.
−Removed: Clawback Policy
−Removed: The Compensation Committee of the Board has adopted a formal Compensation Clawback Policy, as required by the NASDAQ Listing Standards.
−Removed: The Clawback Policy provides for the recovery of incentive-based compensation erroneously received by current or former executive officers during the three fiscal years immediately preceding the year in which the company is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements.
−Removed: The requirements under the Clawback Policy are separate from any recoupment required by the Sarbanes-Oxley Act of 2002.
−Removed: The Committee also has discretion to seek recovery of any amount that it determines was received otherwise inappropriately by such individuals.
−Removed: 2024 Incentive Program
−Removed: Our fiscal year 2024 incentive program has two key components:
−Removed: (i) the Short-Term Incentive (“STI”) program, and (ii) the Long-Term Incentive (“LTI”) program.
−Removed: The STI program is comprised of awards based on our achievement of specific fiscal year 2024 financial objectives (the “2024 STI Award”).
−Removed: The LTI program is comprised of (i) an individual RSU award, based on total shareholder return (the “2024 TSR Award”), which is calculated based on the overall change in LPTH stock price per share, as compared to the Russell MicroCap Index, and (ii) retention RSUs that will vest in three equal annual installments (the “2024 Retention RSU Award” and, together with the 2024 LTI TSR Award, the “2024 LTI Awards”).
−Removed: Our incentive program includes different levels of bonus opportunity based on a participant’s position with the Company.
−Removed: For fiscal year 2024, Mr.
−Removed: Rubin was the only “level one” participant, and Mr.
−Removed: Miranda was a “level two” participant.
−Removed: Bonus opportunities for Mr.
−Removed: Rubin and Mr.
−Removed: Miranda for fiscal year 2024 were calculated by applying designated portions of their respective bonus pool amounts, which were set by the Compensation Committee, to formulas for each of the components of the STI and LTI programs, as applicable.
−Removed: For both the level one and level two participant, the 2024 STI Award was based on the achievement of corporate financial objectives and personalized goals, with a minimum of 60% of the EBITDA target required to earn any bonus.
−Removed: The corporate financial objectives are as follows:
−Removed: (i) EBITDA (which is earnings before income, taxes, depreciation, and amortization) (the “EBITDA Component”);
−Removed: and (ii) revenue growth over that of the prior fiscal year (the “Revenue Component”).
−Removed: The EBITDA Component was weighted at 60%, the Revenue Component was weighted at 20%, and the personalized goals were weighted at 20%.
−Removed: For fiscal year 2024, the bonus pool amounts for the 2024 STI Award for Mr.
−Removed: Rubin and Mr.
−Removed: Miranda were set at $193,832 and $98,280, respectively.
−Removed: The Compensation Committee determined that achievement of the 2024 STI Award would be paid in cash and stock options, with the percentage split of the payout to be determined at the discretion of the Board.
−Removed: EBITDA Component
−Removed: In order for the participants to earn a bonus with respect to the EBITDA Component, we had to meet or exceed a minimum EBITDA target established by the Compensation Committee for fiscal year 2024.
−Removed: Further, we had to meet or exceed at least 60% of that EBITDA target in order to earn any portion of the 2024 STI Award.
−Removed: For fiscal year 2024, EBITDA was a loss of approximately $3.7 million, which was below the target amount.
−Removed: The achieved EBITDA also did not meet 60% of the EBITDA target.
−Removed: Accordingly, Mr.
−Removed: Rubin and Mr.
−Removed: Miranda did not earn any portion of the 2024 STI Award.
−Removed: The 2024 LTI Awards are comprised of two components:
−Removed: (i) the 2024 Retention RSU Award and (ii) the 2024 TSR Award.
−Removed: For fiscal year 2024, the bonus pool amounts for the 2024 LTI Award for Mr.
−Removed: Rubin and Mr.
−Removed: Miranda were set at $164,980 and $71,626, respectively.
−Removed: The bonus pool amounts for the 2024 Retention RSU Award and the 2024 TSR Award would each be 50% of the respective bonus pool amount for the 2024 LTI Award.
−Removed: 2024 Retention RSU Award
−Removed: The 2024 Retention RSU Award was calculated to be $82,490 and $35,813 for Mr.
−Removed: Rubin and Mr.
−Removed: Miranda, respectively.
−Removed: The RSUs were granted on January 31, 2024, based on the closing bid price of $1.37 on that day, with one-third of the RSUs to vest on each of the first, second and third anniversaries of the grant date.
−Removed: 2024 TSR Award
−Removed: In order to earn the 2024 TSR Award, the TSR calculated for LPTH stock was measured against the Russell MicroCap Index.
−Removed: TSR is calculated as the overall change in LPTH’s stock price per share from the beginning of fiscal year 2024 to the end of fiscal year 2024, divided by the stock price per share at the beginning of the fiscal year.
−Removed: The calculated TSR for fiscal year 2024 was less favorable than the change in the Russell MicroCap Index, therefore the 2024 TSR Award was not earned.
−Removed: 2023 Incentive Program
−Removed: Our fiscal year 2023 incentive program has two key components:
−Removed: (i) the Short-Term Incentive (“STI”) program, and (ii) the Long-Term Incentive (“LTI”) program.
−Removed: The STI program is comprised of awards based on our achievement of specific fiscal year 2023 financial objectives (the “2023 STI Award”).
−Removed: The LTI program is comprised of (i) an individual RSU award, based on total shareholder return (the “2023 TSR Award”), which is calculated based on the overall change in LPTH stock price per share, as compared to the Russell MicroCap Index, and (ii) retention RSUs that will vest in three equal annual installments (the “2023 Retention RSU Award” and, together with the 2023 LTI TSR Award, the “2023 LTI Awards”).
−Removed: Our incentive program includes different levels of bonus opportunity based on a participant’s position with the Company.
−Removed: For fiscal year 2023, Mr.
−Removed: Rubin was the only “level one” participant, and Mr.
−Removed: Miranda was a “level two” participant.
−Removed: Bonus opportunities for Mr.
−Removed: Rubin and Mr.
−Removed: Miranda for fiscal year 2023 were calculated by applying designated portions of their respective bonus pool amounts, which were set by the Compensation Committee, to formulas for each of the components of the STI and LTI programs, as applicable.
−Removed: For both the level one and level two participant, the 2023 STI Award was based on the achievement of corporate financial objectives and personalized goals, with a minimum of 60% of the EBITDA target required to earn any bonus.
−Removed: The corporate financial objectives are as follows:
−Removed: (i) EBITDA (which is earnings before income, taxes, depreciation, and amortization) (the “EBITDA Component”);
−Removed: and (ii) revenue growth over that of the prior fiscal year (the “Revenue Component”).
−Removed: The EBITDA Component was weighted at 60%, the Revenue Component was weighted at 20%, and the personalized goals were weighted at 20%.
−Removed: For fiscal year 2023, the bonus pool amounts for the 2023 STI Award for Mr.
−Removed: Rubin and Mr.
−Removed: Miranda were set at $186,377 and $94,500, respectively.
−Removed: The Compensation Committee determined that achievement of the 2023 STI Award would be paid in cash and stock options, with the percentage split of the payout to be determined at the discretion of the Board.
−Removed: EBITDA Component
−Removed: In order for the participants to earn a bonus with respect to the EBITDA Component, we had to meet or exceed a minimum EBITDA target established by the Compensation Committee for fiscal year 2023.
−Removed: Further, we had to meet or exceed at least 60% of that EBITDA target in order to earn any portion of the 2023 STI Award.
−Removed: For fiscal year 2023, EBITDA was a loss of approximately $355,000, which was below the target amount.
−Removed: The achieved EBITDA also did not meet 60% of the EBITDA target.
−Removed: Accordingly, Mr.
−Removed: Rubin and Mr.
−Removed: Miranda did not earn any portion of the 2023 STI Award.
−Removed: The 2023 LTI Awards are comprised of two components:
−Removed: (i) the 2023 Retention RSU Award and (ii) the 2023 TSR Award.
−Removed: For fiscal year 2023, the bonus pool amounts for the 2023 LTI Award for Mr.
−Removed: Rubin and Mr.
−Removed: Miranda were set at $158,635 and $68,871, respectively.
−Removed: The bonus pool amounts for the 2023 Retention RSU Award and the 2023 TSR Award would each be 50% of the respective bonus pool amount for the 2023 LTI Award.
−Removed: 2023 Retention RSU Award
−Removed: The 2023 Retention RSU Award was calculated to be $79,318 and $34,436 for Mr.
−Removed: Rubin and Mr.
−Removed: Miranda, respectively.
−Removed: The RSUs were granted on November 17, 2022, based on the closing bid price of $1.18 on that day, with one-third of the RSUs to vest on each of the first, second and third anniversaries of the grant date.
−Removed: 2023 TSR Award
−Removed: In order to earn the 2023 TSR Award, the TSR calculated for LPTH stock was measured against the Russell MicroCap Index.
−Removed: TSR is calculated as the overall change in LPTH’s stock price per share from the beginning of fiscal year 2023 to the end of fiscal year 2023, divided by the stock price per share at the beginning of the fiscal year.
−Removed: The calculated TSR for fiscal year 2023 was more favorable than the change in the Russell MicroCap Index, therefore the 2023 TSR Award was earned.
−Removed: The 2023 TSR Award was calculated to be $79,318 and $34,436 for Mr.
−Removed: Rubin and Mr.
−Removed: Miranda, respectively.
−Removed: The RSUs were granted on January 31, 2024, following the annual stockholder meeting, based on the closing bid price on that day, with one-third of the RSUs to vest on each of the first, second and third anniversaries of the grant date.
−Removed: 2021 Incentive Program
−Removed: The 2021 incentive program included a multi-year award with performance targets for fiscal years 2021, 2022 and 2023.
−Removed: Rubin was eligible for this award, however no points were earned toward this award.
−Removed: Summary Compensation Table
−Removed: The following table sets forth certain compensation awarded to, earned by or paid to (i) any individuals serving as our Chief Executive Officer during fiscal year 2024 and (ii) our two other most highly compensated executive officers serving as executive officers at the end of fiscal year 2024 Mr.
−Removed: Miranda was the only other individual serving as an executive officer at the end of fiscal year 2024.
−Removed: Incentive Plan
−Removed: Name and Position
−Removed: $ 378,092 (4)
−Removed: President & Chief Executive Officer
−Removed: $ 360,500 (4)
−Removed: $ 171,765 (4)
−Removed: Albert Miranda
−Removed: $ 243,059 (5)
−Removed: Chief Financial Officer
−Removed: $ 231,750 (5)
−Removed: For valuation assumptions on stock awards refer to Note 10 to the Consolidated Financial Statements of our Annual Report on Form 10-K for fiscal year 2024.
−Removed: The disclosed amounts reflect the fair value of the RSU awards that were earned during the fiscal years ended June 30, 2024 and 2023 in accordance with FASB ASC Topic 718.
−Removed: No stock option awards were granted to Mr.
−Removed: Miranda during the fiscal years ended June 30, 2024 and 2023.
−Removed: “All Other Compensation,” as defined by SEC rules does not include the amounts that qualify under the applicable de minimis rule for all periods presented.
−Removed: The de minimis rules does not require reporting of perquisites and other compensation that totals less than $10,000 in the aggregate.
−Removed: For fiscal year 2024 and 2023, the nature of these compensatory items includes our contribution toward the premium costs for employee and dependent medical, life, and disability income insurances, benefits generally available to our employees, vacation buyout, and the Company’s match on contributions under the 401k plan.
−Removed: Rubin’s base salary was 79% and 65% of his total compensation for fiscal years 2024 and 2023, respectively.
−Removed: For fiscal year 2024, Mr.
−Removed: Rubin was granted an RSU award in connection with the 2024 Retention RSU Award.
−Removed: For fiscal year 2023, Mr.
−Removed: Rubin was granted an RSU award in connection with the 2023 Retention RSU Award and was also granted an RSA Award in lieu of an adjustment to his cash compensation.
−Removed: The amounts in the table reflect the fair value of these awards in accordance with FASB ASC Topic 718.
−Removed: For additional information with respect to this grant, including the vesting schedules, please see “Discussion of Summary Compensation Table of Named Executive Officers” below.
−Removed: Miranda’s base salary was 83% and 70% of his total compensation for fiscal years 2024 and 2023, respectively.
−Removed: For fiscal year 2024 Mr.
−Removed: Miranda was granted an RSU award in connection with the 2024 Retention RSU Award.
−Removed: For fiscal year 2023, Mr.
−Removed: Miranda was granted an RSU award in connection with the 2023 Retention RSU Award and was also granted an RSA Award in lieu of an adjustment to his cash compensation.
−Removed: The amount in the table reflects the fair value of this award in accordance with FASB ASC Topic 718.
−Removed: For additional information with respect to these grants, including the vesting schedules, please see “Discussion of Summary Compensation Table of Named Executive Officers” below.
−Removed: Narrative Discussion of Summary Compensation Table of Named Executive Officers
−Removed: The following is a narrative discussion of the material information that we believe is necessary to understand the information disclosed in the foregoing Summary Compensation Table.
−Removed: With respect to fiscal year 2024, each named executive officer received a base salary and certain named executive officers were eligible for a 2024 STI Award, a 2024 Retention RSU Award, and a 2024 TSR Award.
−Removed: Information on the specific components of executive compensation for fiscal year 2024 can be found above under the heading “2024 Incentive Program.” With respect to fiscal year 2023, each named executive officer received a base salary and certain named executive officers were eligible for a 2023 STI Award, a 2023 Retention RSU Award, and a 2023 TSR Award.
−Removed: Information on the specific components of executive compensation for fiscal year 2023 can be found above under the heading “2023 Incentive Program.”
−Removed: Employment Agreements
−Removed: In connection with Mr.
−Removed: Rubin’s appointment, the Company entered into an employment agreement with Mr.
−Removed: Rubin on February 24, 2020 (the “Rubin Employment Agreement”).
−Removed: The Company and Mr.
−Removed: Rubin orally agreed that Mr.
−Removed: Rubin’s appointment as the President and CEO of the Company would be effective on March 9, 2020.
−Removed: The Agreement does not provide for a specified term of employment and Mr.
−Removed: Rubin’s employment is on an at-will basis.
−Removed: Rubin receives an annual base salary of $390,000, payable in equal bi-weekly installments, and is eligible to participate in all of the Company’s bonus, incentive compensation, and performance based compensation plans, including, but not limited to the “SICP”, under which the Company’s executive officers are eligible to earn incentive compensation consisting of cash and/or equity awards based upon the achievement of certain individual and/or Company performance goals set by the Compensation Committee.
−Removed: The Company’s incentive bonus program includes different levels of bonus opportunity based on a participant’s position with the Company.
−Removed: For this purpose, Mr.
−Removed: Rubin is considered a “level one” participant.
−Removed: Rubin is eligible to participate in the Company’s employee benefit, welfare, and other plans, as may be maintained by the Company from time to time.
−Removed: The Company also agreed to provide a relocation allowance of up to $50,000 payable by the Company on receipt of relocation expense receipts.
−Removed: The total period for relocation reimbursement concluded on August 1, 2020.
−Removed: The Company will provide up to $15,000 in addition to the reimbursed relocation expenses to account for federal income taxes incurred by Mr.
−Removed: Rubin as a result of the relocation reimbursement.
−Removed: Rubin was required to reimburse the Company a prorated portion of all expenses paid by the Company if he left the Company for any reason other than death, disability, or discharge without cause within twelve (12) months of his relocation.
−Removed: Pursuant to the Rubin Employment Agreement, Mr.
−Removed: Rubin was granted, on a one-time basis, a restricted stock award consisting of 100,000 shares of the Company’s Class A common Stock, par value $0.01 per share, with 50% of the shares of the Class A common stock vesting on the third anniversary of the grant date, and the remaining 50% vesting on the fourth anniversary of the grant date.
−Removed: The restricted stock award will be in all respects subject to the SICP and any amendments thereto, and conditioned upon Mr.
−Removed: Rubin’s execution of a restricted stock award agreement evidencing the grant.
−Removed: Also pursuant to the Rubin Employment Agreement, Mr.
−Removed: Rubin was granted option to purchase 225,000 shares of the Company’s Class A common stock, having an exercise price per share equal to the greater of (i) $1.37 per share or (ii) 115% of the closing bid price of the Class A common stock as reported on the NCM on the grant date, or February 24, 2020.
−Removed: Fifty-thousand shares of the Common Stock underlying the stock option will vest on each of the first, second, and third, anniversaries of the grant date, with the remaining seventy-five thousand shares of the Common Stock vesting on the fourth anniversary of the grant date.
−Removed: The option award will have a ten-year term, subject to earlier expiration as provided in the SICP or the option agreement.
−Removed: The option award will be in all respects subject to the SICP and any amendments thereto, and conditioned upon Mr.
−Removed: Rubin’s execution of a stock option agreement evidencing the grant of the option award.
−Removed: Albert Miranda
−Removed: In connection with Mr.
−Removed: Miranda’s appointment, we entered into an employment agreement with Mr.
−Removed: Miranda on April 19, 2021 (the “Miranda Employment Agreement”).
−Removed: Pursuant to the Miranda Employment Agreement, Mr.
−Removed: Miranda served as Vice President of Finance beginning on April 19, 2021 until May 7, 2021, at which time, Mr.
−Removed: Miranda transitioned into the role of Chief Financial Officer.
−Removed: The Miranda Employment Agreement does not provide for a specified term of employment and Mr.
−Removed: Miranda’s employment is on an at-will basis.
−Removed: Miranda receives an annual base salary of $251,000, payable in equal bi-weekly installments, and is eligible to participate in all of our bonus, incentive compensation, and performance based compensation plans, including, but not limited to, the SICP, under which our executive officers are eligible to earn incentive compensation consisting of cash and/or equity awards based upon the achievement of certain individual and/or performance goals set by the Compensation Committee.
−Removed: Miranda is eligible to participate in our employee benefit, welfare, and other plans, as may be maintained by us from time to time.
−Removed: We agreed to provide a relocation allowance of up to $10,000 payable by us on receipt of relocation expense receipts.
−Removed: The total period for relocation reimbursement concluded six months from the effective date of the Miranda Employment Agreement;
−Removed: however, exceptions may be granted by the Compensation Committee.
−Removed: Miranda must reimburse the Company a prorated portion of all expenses paid by us if he leaves us for any reason other than death, disability, or discharge without cause within twelve (12) months of his relocation.
−Removed: Pursuant to the Miranda Employment Agreement, we granted Mr.
−Removed: Miranda an option to purchase up to 75,000 shares of Class A common stock, having an exercise price per share equal to the greater of (i) our book value per share on that date or (ii) 115% of the closing bid price of the Class A common stock as reported on the NCM on the grant date.
−Removed: The stock options will have a four-year vesting period with 25% vesting each year.
−Removed: The option award will have a ten-year term, subject to earlier expiration as provided in the SICP or the option agreement, as defined below.
−Removed: The option award will be in all respects subject to the SICP and any amendments thereto, and the option award.
−Removed: Potential Payments Upon Termination or Change-of-Control
−Removed: Rubin nor Mr.
−Removed: Miranda are entitled to any payments upon termination or change-of-control.
−Removed: Outstanding Equity Awards at Fiscal Year-End
−Removed: Option Awards
−Removed: Unexercisable
−Removed: 225,000 -- $ 1.58 50,000 shares/yr for 3 yrs;
−Removed: 75,000 shares on 4th anniversary
−Removed: 11/11/2031 14,138
−Removed: 3 years, 1/3 per year
−Removed: 11/17/2032 44,813
−Removed: 3 years, 1/3 per year
−Removed: 1/31/2034 118,108
−Removed: 3 years, 1/3 per year
−Removed: Albert Miranda
−Removed: 56,250 18,750 $ 3.02 4/19/2031 25%/yr for 4 yrs
−Removed: 11/11/2031 6,139 $ 7,673
−Removed: 3 years, 1/3 per year
−Removed: 11/17/2032 19,455 $ 24,319
−Removed: 3 years, 1/3 per year
−Removed: 1/31/2034 51,277 $ 64,096
−Removed: 3 years, 1/3 per year
−Removed: The stock options were issued pursuant to the SICP and have a ten-year life.
−Removed: The options will terminate 90 days after termination of employment, or in the case of termination due to death or permanent disability, the options will terminate one year after the date of termination.
−Removed: Director Compensation
−Removed: The table below summarizes the compensation paid by us to non-employee directors for fiscal year 2024:
−Removed: Fees Earned or
−Removed: Scott Faris, Chair
−Removed: Louis Leeburg
−Removed: Joseph Menaker
−Removed: Eric Creviston
−Removed: Shmuel Rubin, our President and Chief Executive Officer during fiscal year 2024, is not included in this table as he was an employee and, thus, received no compensation for his services as a director.
−Removed: The compensation received by Mr.
−Removed: Rubin as an employee is disclosed in the Summary Compensation Table on page 48.
−Removed: Total fees earned for fiscal year 2024 includes all fees earned, including earned but unpaid fees.
−Removed: The amounts of unpaid fees for each director as of June 30, 2024, were as follows:
−Removed: Faris - $41,250, Mr.
−Removed: Leeburg - $11,000, Ms.
−Removed: Crider - $18,000, Dr.
−Removed: Menaker - $27,000, Ms.
−Removed: Peck - $31,000 and Mr.
−Removed: Creviston - $30,000.
−Removed: Leeburg retired during fiscal 2024, and was compensated through the last quarter he served as a director.
−Removed: The table reflects the fair value amount for RSUs granted for the fiscal year ended June 30, 2024, in accordance with ASC Topic 718.
−Removed: The directors were entitled to a restricted stock award equal to $60,000.
−Removed: The Company has a policy of granting performance-related stock options and RSUs at the greater of the closing bid price of our Class A common stock on the grant date or the book value per share of our Class A common stock as of the end of the most recent fiscal quarter.
−Removed: The fiscal year 2024 director award of 43,796 RSUs was based on the closing bid price of our Class A common stock on the grant date, or $1.37.
−Removed: Discussion of the Summary Compensation Table of Directors
−Removed: The following is a discussion of the material information that we believe is necessary to understand the information disclosed in the Summary Compensation Table.
−Removed: We use a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on our Board.
−Removed: In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as a director as well as the skill-level required by us of members of our Board.
−Removed: For fiscal year 2024, the cash and stock-based incentive compensation awarded to directors remained essentially at the same levels set in fiscal year 2023.
−Removed: For fiscal year 2025, the cash and stock-based incentive compensation awarded to directors is expected to remain at the same levels set in fiscal 2024.
−Removed: Cash Compensation Paid to Board Members
−Removed: During fiscal year 2024, directors received a monthly retainer of $3,000 per month.
−Removed: There are no meeting attendance fees paid unless, by action of the Board, such fees are deemed advisable due to a special project or other effort requiring extra-normal commitment of time and effort.
−Removed: Additionally, fees are paid to the Chair of the Board and Committee Chairs for their additional responsibilities in overseeing their respective functions.
−Removed: Due to mid-year director appointments and committee changes, certain fees were pro-rated for fiscal year 2024.
−Removed: The following table sets forth the annual fees paid to each director for fiscal year 2024:
−Removed: Louis Leeburg
−Removed: Joseph Menaker
−Removed: Eric Creviston
−Removed: Shmuel Rubin (1)
−Removed: Rubin did not receive any compensation for his service as a director because he is also an employee.
−Removed: Stock Option/Restricted Stock Program
−Removed: All directors are eligible to receive equity incentives under the SICP, including stock options, restricted stock awards, or RSUs.
−Removed: In fiscal year 2024, the following directors received grants under the SICP:
−Removed: Name of Director (1)
−Removed: Restricted Stock Units
−Removed: Number of Units Granted
−Removed: Fair Value Per Share
−Removed: Scott Faris, Chair
−Removed: Joseph Menaker
−Removed: Eric Creviston
−Removed: Rubin did not receive any compensation for his service as a director because he is also an employee.
+Added: The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2026 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2025.
Security Ownership of Certain Beneficial Owners and Management .
−Removed: The following table sets forth, as of September 6, 2024, the number and percentage of outstanding shares of our Class A common stock, owned by:
−Removed: (i) each of our directors (which includes all nominees), (ii) each of the named executive officers, (iii) our directors and executive officers as a group, and (iv) each person known by us to be the beneficial owner of more than 5% of our outstanding Class A common stock.
−Removed: The number of shares of Class A common stock outstanding as of September 6, 2024 was 39,254,643.
−Removed: The number of shares beneficially owned by each director, named executive officer, and greater than 5% beneficial owner is determined under SEC rules, and the information is not necessarily indicative of the beneficial ownership for any other purpose.
−Removed: Under such rules, beneficial ownership includes any shares to which the individual has the sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of September 6, 2024, through the exercise of any stock option or other right to purchase, such as a warrant.
−Removed: Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table.
−Removed: In certain instances, the number of shares listed may include, in addition to shares owned directly, shares held by the spouse or children of the person, or by a trust or estate of which the person is a trustee or an executor or in which the person may have a beneficial interest.
−Removed: The table that follows is based upon information supplied in a questionnaire completed by each named executive officer and director and stockholders beneficially owning greater than 5% of our Class A common stock.
−Removed: Class A Common Stock
−Removed: Name and Address (1)
−Removed: Restricted (2)
−Removed: Stock Options
−Removed: Amount of Shares of Class A Common Stock Beneficially Owned
−Removed: Percent Owned
−Removed: Scott Faris, Chair
−Removed: Joseph Menaker, Director
−Removed: Darcie Peck, Director
−Removed: Eric Creviston, Director
−Removed: Kim Crider, Director
−Removed: Shmuel Rubin, CEO
−Removed: Albert Miranda, CFO
−Removed: All directors and executive officers currently holding office as a group (7 persons)
−Removed: Greater than 5% beneficial owners:
−Removed: AIGH Capital Management, LLC
−Removed: AMH Equity, LLC / Leviticus Partners, L.P.
−Removed: Marathon Micro Fund, LP
−Removed: Archon Capital Management LLC
−Removed: *Less than 1%
−Removed: Except as otherwise noted, each of the parties listed above has sole voting and investment power over the securities listed.
−Removed: The address for all directors and officers is “in care of” LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida 32826.
−Removed: The address for AIGH Capital Management, LLC, as filed on a Schedule 13G/A filed on February 7, 2024, is 6006 Berkeley Ave, Baltimore, MD 21209.
−Removed: The address for AMH Equity LLC / Leviticus Partners, L.P., as jointly filed on a Schedule 13G/A filed on February 13, 2024, is 32 Old Mill Road, Great Neck, NY 11023.
−Removed: The address for Marathon Micro Fund, L.P., as filed on Schedule 13G/A filed on February 3, 2023, is 4 North Park Drive, Suite 106, Hunt Valley, MD 21030.
−Removed: The address for Archon Capital Management LLC, as filed on Schedule 13G filed on February 13, 2024, is 1100 19th Avenue E, Seattle, Washington 98112.
−Removed: Historically, restricted stock units (“RSUs”) awarded to our directors vest over three years.
−Removed: Beginning with the November 2021 grants, RSUs awarded to our directors now vest over one year, to more accurately reflect the period of service.
−Removed: Except for Darcie Peck and Eric Creviston, all of our directors have elected to defer receipt of the vested shares until after they leave the Board, either by reason of resignation, termination, or otherwise.
−Removed: For the directors who have elected to defer, the vested shares remain unissued.
−Removed: All of the directors’ unvested RSUs will vest upon such director’s resignation or termination from the Board.
−Removed: The amounts of restricted stock set forth above reflects both vested and unvested shares included in the RSU awards.
−Removed: As of September 6, 2024, the amounts of vested and unissued shares for each director, other than Mr.
−Removed: Rubin, are as follows:
−Removed: Faris – 445,205, and Dr.
−Removed: Menaker – 229,738;
−Removed: Creviston and Ms.
−Removed: Crider do not have any vested and unissued shares.
−Removed: Includes 22,500 shares of Class A common stock, which are held by Ms.
−Removed: Peck’s husband.
+Added: The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2026 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2025, with the exception of those items listed below.
Securities Authorized for Issuance Under Equity Compensation Plans.
6 unchanged sentences
Equity compensation plans not approved by security holders
−Removed: Represents the number of underlying shares of Class A common stock associated with outstanding stock options and outstanding RSUs and RSAs that have been granted, but not yet issued, pursuant to either the Omnibus Plan or the SICP, as applicable.
−Removed: Represents weighted-average exercise price of stock options outstanding under the Omnibus Plan or the SICP, as applicable.
−Removed: The weighted-average exercise price includes the RSU and RSA awards at the issue date stock price.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: Director Independence
−Removed: In accordance with the NCM and SEC rules, the Board affirmatively determines the independence of each director and director nominee in accordance with guidelines it has adopted, which include all elements of independence set forth in the NCM listing standards.
−Removed: Based on these standards, the Board has determined that as of the end of fiscal year 2024, each of the following non-employee directors was independent and has no relationship with us, except as one of our directors and stockholders:
−Removed: Eric Creviston
−Removed: Joseph Menaker
−Removed: Based on these standards, the Board determined Shmuel Rubin, currently a Class III Director, is not independent.
−Removed: All of the members of the Audit, Nominating, and Compensation Committees are independent.
−Removed: The Board approved an Amended and Restated Code of Business Conduct and Ethics (the “Code”) on April 28, 2016.
−Removed: The Code applies to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions.
−Removed: The Board also approved an Amended and Restated Code of Business Conduct and Ethics for Senior Financial Officers (the “Senior Financial Officer Code”), which applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller, accounting manager, and persons performing similar functions.
−Removed: Copies of the Code and the Senior Financial Officer Code are available on our website at www.lightpath.com , under the “Investors” tab, or may be obtained free of charge by writing to:
−Removed: Corporate Secretary, LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida 32826.
−Removed: Related Party Transactions
−Removed: When we are contemplating entering into any transaction in which any executive officer, director, director nominee, or any family member of the foregoing would have any direct or indirect interest, regardless of the amount involved, the terms of such transaction have to be presented to the Audit Committee (other than any interested director) for approval or disapproval.
−Removed: Neither the Audit Committee nor the Board have adopted a written policy for reviewing related party transactions but when presented with such transaction, the transaction is discussed by the Audit Committee and documented in its meeting minutes.
−Removed: The Code also requires our employees, officers, and directors to provide prompt and full disclosure of all potential conflicts of interest to the appropriate person.
−Removed: These conflicts of interest may be specific to the individual or may extend to his or her family members.
−Removed: Any officer who has a conflict of interest with respect to any matter is required to disclose the matter to our Chief Executive Officer or, in the case of the Chief Executive Officer, to the Chair of the Audit Committee.
−Removed: All other employees are required to make prompt and full disclosure of any conflict of interest to his or her immediate supervisor, who will then make prompt and full disclosure to our Chief Executive Officer.
−Removed: Directors are required to disclose any conflict of interests to the Chair of the Audit Committee and are prohibited from voting on any matter(s) in which they have a conflict of interest.
−Removed: In addition, directors and executive officers are required to disclose in an annual questionnaire, any current or proposed conflict of interests (including related party transactions).
−Removed: From the period beginning July 1, 2023 and ending September 16, 2024, there were no current or proposed material related party transactions.
+Added: The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2026 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2025.
Principal Accountant Fees and Services .
−Removed: The following table presents fees paid or to be paid for professional audit services rendered by MSL for the audit of our annual financial statements during the years ended June 30, 2024 and 2023, review of financial statements included in our quarterly reports during the years ended June 30, 2024 and 2023, and fees billed for other services rendered:
−Removed: Fiscal Year 2024
−Removed: Fiscal Year 2023
−Removed: Audit Fees (1)
−Removed: All Other Fees (3)
−Removed: Total All Fees (4)
−Removed: Audit Fees consisted of fees billed for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in quarterly reports, and review of other documents filed with the SEC within those fiscal years.
−Removed: Tax fees consisted of fees billed for professional services rendered for the preparation and filing of our annual tax returns for fiscal year 2022.
−Removed: We did not engage MSL to prepare and file our annual tax returns for fiscal year 2023.
−Removed: All other fees for fiscal year 2024 primarily consist of fees billed for professional services related to the at-the-market equity program.
−Removed: All Other Fees for fiscal year 2023 consist of fees billed for professional services related to the Prospectus filed on January 12, 2023, and due diligence procedures in connection with an acquisition.
−Removed: There were no audit-related fees during fiscal year 2024 or fiscal year 2023.
−Removed: The Audit Committee has adopted policies and procedures to oversee the external audit process including engagement letters, estimated fees and solely pre-approving all permitted audit and non-audit work performed by MSL, as applicable.
−Removed: The Audit Committee has pre-approved all fees for audit, audit-related and non-audit work performed.
+Added: The information required under this item is incorporated herein by reference to our Proxy Statement for our fiscal year 2026 Annual Stockholders’ Meeting to be filed with the SEC not later than 120 days after the end of fiscal year 2025.
Exhibits, Financial Statement Schedules.
2 unchanged sentences
Financial Statement Schedules – None
−Removed: (b) The following exhibits are filed herewith as a part of this report
−Removed: Exhibit Number
+Added: (b) The following exhibits are filed or furnished, as applicable, herewith as a part of this report
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.
26 unchanged sentences
000-27548) filed with the Securities and Exchange Commission on February 1, 2018, and is incorporated herein by references thereto.
−Removed: Certificate of Amendment of Certificate of Incorporation of LightPath Technologies, Inc., filed January 31, 2024 with the Secretary of State of Delaware, which was filed as Exhibit 3.1 to our Current Report on Form 8-K (File No:
−Removed: 000-27548) filed with the Securities and Exchange Commission on February 6, 2024, and is incorporated herein by references thereto.
+Added: 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.
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:
1 unchanged sentence
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended.*
+Added: 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)
+Added: 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)
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.:
6 unchanged sentences
000-27548) filed with the Securities and Exchange Commission on July 8, 2014, and is incorporated herein by reference thereto.
−Removed: Amendment No.
−Removed: 8 to the Amended and Restated LightPath Technologies, Inc.
−Removed: Omnibus Incentive Plan dated February 8, 2018, which was filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on February 13, 2018, and is incorporated herein by reference thereto.
Lease dated April 20, 2018, by and between LightPath Technologies, Inc.
4 unchanged sentences
000-27548) filed with the Securities and Exchange Commission on February 7, 2019, and is incorporated herein by reference thereto.
−Removed: Loan Agreement dated February 26, 2019 by and between LightPath Technologies, Inc.
−Removed: and BankUnited, N.A., which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on March 1, 2019, and is incorporated herein by reference thereto.
−Removed: Term Loan Note dated February 26, 2019 by LightPath Technologies, Inc.
−Removed: in favor of BankUnited, N.A., which was filed as Exhibit 10.2 to our Current Report on Form 8-K (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on March 1, 2019, and is incorporated herein by reference thereto.
−Removed: Revolving Credit Note dated February 26, 2019 by LightPath Technologies, Inc.
−Removed: in favor of BankUnited, N.A., which was filed as Exhibit 10.3 to our Current Report on Form 8-K (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on March 1, 2019, and is incorporated herein by reference thereto.
−Removed: Guidance Line Note dated February 26, 2019 by LightPath Technologies, Inc.
−Removed: in favor of BankUnited, N.A., which was filed as Exhibit 10.4 to our Current Report on Form 8-K (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on March 21, 2019, and is incorporated herein by reference thereto.
−Removed: Security Agreement dated February 26, 2019 by LightPath Technologies, Inc.
−Removed: in favor of BankUnited, N.A., and joined by GelTech, Inc.
−Removed: and ISP Optics Corporation, which was filed as Exhibit 10.5 to our Current Report on Form 8-K (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on March 1, 2019, and is incorporated herein by reference thereto.
−Removed: Guaranty Agreement (Term Loan) dated February 26, 2019 by GelTech Inc., ISP Optics Corporation, LightPath Optical Instrumentation (Shanghai) Co., Ltd., LightPath Optical Instrumentation (Zhenjiang) Co., Ltd., and ISP Optics Latvia, SIA in favor of BankUnited, N.A., which was filed as Exhibit 10.6 to our Current Report on Form 8-K (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on March 1, 2019, and is incorporated herein by reference thereto.
−Removed: Guaranty Agreement (Revolving Credit) dated February 26, 2019 by GelTech Inc., ISP Optics Corporation, LightPath Optical Instrumentation (Shanghai) Co., Ltd., LightPath Optical Instrumentation (Zhenjiang) Co., Ltd., and ISP Optics Latvia, SIA in favor of BankUnited, N.A., which was filed as Exhibit 10.7 to our Current Report on Form 8-K (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on March 1, 2019, and is incorporated herein by reference thereto.
−Removed: Guaranty Agreement (Guidance Line) dated February 26, 2019 by GelTech Inc., ISP Optics Corporation, LightPath Optical Instrumentation (Shanghai) Co., Ltd., LightPath Optical Instrumentation (Zhenjiang) Co., Ltd., and ISP Optics Latvia, SIA in favor of BankUnited, N.A., which was filed as Exhibit 10.8 to our Current Report on Form 8-K (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on March 1, 2019, and is incorporated herein by reference thereto.
−Removed: First Amendment to Loan Agreement dated May 6, 2019, and effective February 26, 2019, by and between LightPath Technologies, Inc.
−Removed: and BankUnited, N.A., which was filed as Exhibit 10.10 to our Quarterly Report on Form 10-Q (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on May 9, 2019, and is incorporated herein by reference thereto.
LightPath Technologies, Inc.
4 unchanged sentences
000-27548) filed with the Securities and Exchange Commission on February 28, 2020, and is incorporated herein by reference thereto.
−Removed: Letter Agreement, dated November 13, 2020, by and between the Company and J.
−Removed: James Gaynor which was filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No.:
−Removed: 000-27548) filed with the Securities and Exchange Commission on February 3, 2021, and is incorporated herein by reference thereto.
Employment Agreement between LightPath Technologies, Inc.
7 unchanged sentences
000-27548) filed with the Securities and Exchange Commission on September 27, 2021, and is incorporated herein by reference thereto.
−Removed: Notice of Default and Waiver dated November 8, 2021 between LightPath Technologies, Inc.
−Removed: and BankUnited, N.A., which was filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No:
−Removed: 000-27548) filed with the Securities and Exchange Commission on November 9, 2021, and is incorporated herein by reference thereto.
−Removed: Second Amendment to Loan Agreement dated as of December 20, 2021, between LightPath Technologies, Inc.
−Removed: and BankUnited N.A., which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No:
−Removed: 000-27548) filed with the Securities and Exchange Commission on December 23, 2021, and is incorporated herein by reference thereto.
−Removed: Sales Agreement, dated February 15, 2022, by and between LightPath Technologies, Inc.
−Removed: and A.G.P./Alliance Global Partners, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No:
−Removed: 000-27548) filed with the Securities and Exchange Commission on February 16, 222, and is incorporated herein by reference thereto.
Investor Relations Consulting Agreement, dated April 11, 2022, by and between LightPath Technologies, Inc.
1 unchanged sentence
000-27548) filed with the Securities and Exchange Commission on May 12, 2022, and is incorporated herein by reference thereto.
−Removed: Third Amendment to Loan Agreement, dated May 11, 2022, by and between LightPath Technologies, Inc.
−Removed: and BankUnited, N.A., which was filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q (File No:
−Removed: 000-27548) filed with the Securities and Exchange Commission on May 12, 2022, and is incorporated herein by reference thereto.
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.
−Removed: Fourth Amendment to Loan Agreement, dated February 7, 2023, by and between LightPath Technologies, Inc.
−Removed: and BankUnited, N.A., filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q, (File No:
−Removed: 000-27548) filed with the Securities and Exchange Commission on February 9, 2023, and is incorporated herein by reference thereto.
−Removed: Fifth Amendment to Loan Agreement, dated May 9, 2023, by and between LightPath Technologies, Inc.
−Removed: and BankUnited, N.A., filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q, (File No:
−Removed: 000-27548) filed with the Securities and Exchange Commission on May 11, 2023, and is incorporated herein by reference thereto.
Bridge Note dated August 6, 2024 by LightPath Technologies, Inc.
1 unchanged sentence
000-27548) filed with the Securities and Exchange Commission on August 12, 2024, and is incorporated herein by reference thereto.
+Added: 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.
+Added: 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..
+Added: Securities Purchase Agreement, dated February 13, 2025, by and among LightPath Technologies, Inc.
+Added: 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.
+Added: Registration Rights Agreement, dated February 13, 2025, by and among LightPath Technologies, Inc.
+Added: 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.
+Added: Securities Purchase Agreement, dated February 13, 2025, by and between LightPath Technologies, Inc.
+Added: and Lytton-Kambara Foundation filed with the Securities and Exchange Commission on February 21, 2025, and is incorporated herein by reference thereto.
+Added: First Amendment to Membership Interest Purchase Agreement, dated February 19, 2025, by and between LightPath Technologies, Inc.
+Added: and Kenneth R.
+Added: 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.
+Added: Amendment No.
+Added: 1 to the LightPath Technologies, Inc.
+Added: 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.
+Added: LightPath Technologies, Inc.
+Added: 2025 Employee Stock Purchase Plan filed as Appendix B with the Securities and Exchange Commission on May 2, 2025, and is incorporated herein by reference thereto.
Code of Business Conduct and Ethics, which was filed as Exhibit 14.1 to our Current Report on Form 8-K (File No.:
2 unchanged sentences
000-27548) filed with the Securities and Exchange Commission on May 3, 2016, and is incorporated herein by reference thereto.
−Removed: Guide for Trading in Securities*
+Added: 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.
Subsidiaries of the Registrant.*
+Added: Consent of BDO USA, P.C.*
Consent of MSL, P.A.*
−Removed: Power of Attorney.*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
4 unchanged sentences
Section 1350 of Chapter 63 of Title 18 of the United States Code.**
−Removed: Clawback Policy.*
−Removed: 101.INS XBRL Instance Document*
−Removed: 101.SCH XBRL Taxonomy Extension Schema Document*
−Removed: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document*
−Removed: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document*
−Removed: 101.LAB XBRL Taxonomy Extension Label Linkbase Document*
−Removed: 101.PRE XBRL Taxonomy Presentation Linkbase Document*
+Added: 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.
+Added: XBRL Instance Document*
+Added: XBRL Taxonomy Extension Schema Document*
+Added: XBRL Taxonomy Extension Calculation Linkbase Document*
+Added: XBRL Taxonomy Extension Definition Linkbase Document*
+Added: XBRL Taxonomy Extension Label Linkbase Document*
+Added: XBRL Taxonomy Presentation Linkbase Document*
The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, formatted in iXBRL.
+Added: † Management contract or compensatory plan or arrangement.
*filed herewith
+Added: **furnished herewith.
Form 10-K Summary.
1 unchanged sentence
Index to Consolidated Financial Statements
+Added: Report of Independent Registered Public Accounting Firm – BDO USA, P.C.
Report of Independent Registered Public Accounting Firm – MSL, P.A.
−Removed: (MSL PCAOB # 569 )
Consolidated Financial Statements:
5 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Board of Directors and Stockholders
−Removed: of LightPath Technologies, Inc.
+Added: Stockholders and Board of Directors
+Added: LightPath Technologies, Inc.
Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated balance sheets of LightPath Technologies, Inc.
−Removed: (the “Company”) as of June 30, 2024 and 2023, and the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years ended June 30, 2024 and 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years ended June 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheet of LightPath Technologies, Inc.
+Added: (the “Company”) as of June 30, 2025, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “Consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2025, and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles generally accepted in the United States of America.
+Added: We also have audited the adjustments to the 2024 consolidated financial statements to retrospectively apply the change in accounting due to the adoption of Accounting Standards Update 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures, as discussed in Notes 2 and 17.
+Added: In our opinion, such adjustments are appropriate and have been properly applied.
+Added: We were not engaged to audit, review, or apply any procedures to the 2024 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2024 consolidated financial statements taken as a whole.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: 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.
+Added: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the consoli-dated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall pre-sentation of the consolidated financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter
−Removed: 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:
−Removed: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
−Removed: Inventory Allowance
−Removed: As disclosed in Notes 2 and 5 of the notes to the consolidated financial statements, the Company records an estimated inventory allowance to state the Company’s inventories at the lower of cost or net realizable value.
−Removed: The Company relies on, among other things, past usage, sales experience, recent order and quote activity, future sales forecasts, and its strategic business plan to develop the estimate.
−Removed: As a result of management’s assessment, the Company recorded an inventory allowance of approxi-mately $1,225,000 as of June 30, 2024.
−Removed: Auditing management’s estimate of the inventory allowance involved subjective evaluation and high degree of auditor judgement due to significant assumptions involved in estimating future inventory turnover and sales.
−Removed: Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: We obtained an under-standing and evaluated the design of internal controls that address the risks of material misstatement relating to recording inventory at the lower of cost or net realizable value.
−Removed: We tested the accuracy and completeness of the underlying data used in calculating the inventory allowance, including testing of a sample of inventory usage transactions, and recomputed the allowance calculation.
−Removed: We also evaluated the Company’s ability to accurately estimate the assumptions used to develop the estimate by comparing historical allowance amounts to the history of actual inventory write-offs.
−Removed: Furthermore, we considered management’s business plan and forecasts of future sales.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Critical Audit Matters
+Added: The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Valuation of Acquisition Financing
+Added: As described in Note 8 to the consolidated financial statements, the Company entered into a series of agreements to issue the Acquisition Notes, Class A Common Stock, Series G Convertible Preferred Stock, and Warrants to purchase Class A Common Stock (the “Acquisition Financing”), on February 13, 2025, for gross proceeds of $32.2 million.
+Added: Management developed estimates of the fair value of each of the financial instruments at date of issuance and remeasured certain Warrants on June 16, 2025, when they were reclassified from liabilities to equity.
+Added: The Warrants were valued using the Black-Scholes-Merton pricing model.
+Added: The Acquisition Notes were valued using several Binomial Lattice Models.
+Added: The valuation models include various assumptions, including discount rates and expected volatility.
+Added: We identified the valuation of the Warrants and the Acquisition Notes issued as part of the Acquisition Financing as a critical audit matter.
+Added: Estimating the fair value of these financial instruments at the date of issuance and remeasurement of the Warrants used valuation models and required management to make assumptions related to the discount rate and expected volatility.
+Added: Auditing these judgments required especially subjective and challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.
+Added: The primary procedures we performed to address this critical audit matter included:
+Added: Utilizing personnel with specialized knowledge and skills in valuation to assist in:
+Added: (i) assessing the appropriateness of the methodologies used in estimating the fair values of these financial instruments, and (ii) evaluating the reasonableness of the discount rate and expected volatility by developing independent estimates using market data.
+Added: Valuation of Certain Intangible Assets Acquired – G5 Infrared, LLC
+Added: As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of G5 Infrared, LLC (“G5 Infrared”) on February 18, 2025, for total consideration transferred of $27.1 million.
+Added: The Company accounted for the acquisition under the acquisition method of accounting for business combinations.
+Added: Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including identifiable intangible assets totaling $13.4 million, comprised of tradenames, know-how, and customer relationships intangible assets.
+Added: The Company estimated the fair value of the intangible assets using income-based approaches, which required judgement to estimate appropriate discount rates, revenue forecasts, royalty rates related to tradenames and know-how intangible assets, and profitability assumptions related to customer relationships.
+Added: We identified the fair value of the tradenames, know-how, and customer relationships acquired in the G5 Infrared business combination as a critical audit matter.
+Added: Estimating the fair value of these intangible assets acquired required management to make subjective estimates and assumptions related to the revenue forecasts, discount rates, and royalty rates.
+Added: Auditing these judgments required especially subjective and challenging auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.
+Added: The primary procedures we performed to address this critical matter included:
+Added: Testing the reasonableness of the revenue forecasts by comparing to historical results and the forecasts of peer companies.
+Added: Utilizing personnel with specialized knowledge and skills in valuation to assist in evaluating the reasonableness of the discount rates, by developing independent estimates using market data, and royalty rates by (i) evaluating management’s profit-split analysis and (ii) comparing them to a range based on publicly available royalty rates.
+Added: Valuation of Earnout Liability
+Added: As described in Note 3 to the consolidated financial statements, the Company completed the acquisition of G5 Infrared, LLC on February 18, 2025, for total consideration transferred of $27.1 million.
+Added: The consideration transferred included additional earnout payments of up to $23 million based on the achievement of certain minimum EBITDA and revenue targets and was recognized at an estimated fair value as of February 18, 2025 of $3.5 million.
+Added: The earnout liability is considered contingent consideration and is accounted for as a liability initially measured at fair value, with changes during each reporting period recognized in earnings.
+Added: The fair value of the earnout liability is calculated using a Monte Carlo valuation method, which involves assumptions of revenue and EBITDA forecasts, discount rates and revenue volatility.
+Added: The fair value of the earnout was determined to be $5.0 million as of June 30, 2025.
+Added: We identified the valuation of the earnout liability as a critical audit matter.
+Added: The fair value of the earnout liability utilized a Monte Carlo simulation, which is a complex valuation model and required certain subjective estimates and assumptions related to revenue forecasts, discount rates and revenue volatility.
+Added: Auditing the Monte Carlo simulation and these assumptions involved especially subjective and complex auditor judgment due to the nature and extent of audit effort required to address these matters, including the extent of specialized skill or knowledge needed.
+Added: The primary procedures we performed to address this critical audit matter included:
+Added: Testing the reasonableness of the revenue forecasts by comparing the projections to historical results and the forecasts of peer companies.
+Added: Utilizing personnel with specialized knowledge and skills in valuation to assist in evaluating the appropriateness of the Company’s methodology used in estimating the fair value and the reasonableness of the discount rates and revenue volatility, by developing independent estimates using market data.
+Added: Classification of Warrants and Series G Convertible Preferred Stock
+Added: As described in Note 8 to the consolidated financial statements, the Company entered into a series of agreements to issue approximately 24,956 shares of Series G Convertible Preferred Stock, Series G Purchasers Warrants to purchase an aggregate of 4,352,774 shares of Common Stock, and Class A Purchasers Warrants to purchase an aggregate of 170,697 shares of Common Stock.
+Added: At issuance, the Series G Convertible Preferred Stock was classified as mezzanine equity, the Class A Purchasers Warrants were classified as equity, and the Series G Purchasers Warrants were classified as liabilities.
+Added: On June 16, 2025, the Series G Purchasers Warrants were reclassified from liabilities to equity.
+Added: We identified the evaluation of the financial statement classification of the Series G Convertible Preferred Stock, Series G Purchasers Warrants, and Class A Purchasers Warrants as a critical audit matter.
+Added: Auditing the Company’s evaluation of certain provisions within the relevant agreements for the assessment of the financial statement classification for these financial instruments involved especially complex auditor judgments, including the extent of effort and expertise needed.
+Added: The primary procedures we performed to address this critical audit matter included:
+Added: Utilizing firm personnel with expertise in the relevant technical accounting to assist in (i) evaluating relevant terms of the relevant agreements in relation to the appropriate accounting literature, and (ii) assessing the appropriateness of conclusions reached by the Company.
+Added: /s/ BDO USA, P.C.
We have served as the Company's auditor since 2025.
+Added: Auditor Firm ID 243
+Added: September 25, 2025
+Added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
+Added: To the Board of Directors and Stockholders
+Added: of LightPath Technologies, Inc.
+Added: Opinion on the Consolidated Financial Statements
+Added: We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Notes 2 and 17, the accompanying consolidated balance sheet of LightPath Technologies, Inc.
+Added: (the “Company”) as of June 30, 2024, and the related consolidated statement of comprehensive income (loss), changes in stockholders’ equity, and cash flows for the year then ended.
+Added: In our opinion, the consolidated financial statements, before the effects of the adjustments to retrospectively apply the change in accounting described in Notes 2 and 17, present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and the results of its operations and its cash flows for the year ended June 30, 2024 in conformity with accounting principles generally accepted in the United States of America.
+Added: Basis for Opinion
+Added: These consolidated financial statements are the responsibility of the Company’s management.
+Added: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
+Added: 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.
+Added: Federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: 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.
+Added: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
+Added: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: We have served as the Company's auditor from 2017 to 2024.
/s/ MSL, P.A.
5 unchanged sentences
Cash and cash equivalents
−Removed: Restricted cash
Trade accounts receivable, net of allowance of $ 24,495 and $ 25,676
22 unchanged sentences
Total liabilities
−Removed: Commitments and Contingencies
+Added: Commitments and Contingencies - Note 15
+Added: Series G Convertible Preferred Stock;
+Added: $ 0.01 par value;
+Added: 44,000 shares authorized;
+Added: 24,956 shares issued and outstanding
Stockholders’ equity:
5 unchanged sentences
Class A, $ 0.01 par value, voting;
−Removed: 94,500,000 and 44,500,000 shares authorized;
+Added: 94,500,000 shares authorized;
42,949,307 and 39,254,643 shares issued and outstanding
5 unchanged sentences
Total stockholders’ equity
−Removed: Total liabilities and stockholders’ equity
+Added: Total liabilities, convertible preferred stock and stockholders’ equity
The accompanying notes are an integral part of these consolidated financial statements.
1 unchanged sentence
Consolidated Statements of Comprehensive Income (Loss)
+Added: Year Ended June 30,
Cost of sales
3 unchanged sentences
Amortization of intangible assets
−Removed: Loss (gain) on disposal of property and equipment
+Added: Change in fair value of acquisition liabilities
+Added: Loss on disposal of property and equipment
Total operating expenses
4 unchanged sentences
Interest expense, net
−Removed: Other income, net
−Removed: Total other expense, net
+Added: ( 1,118,213 )
+Added: Loss on extinguishment of debt
+Added: Change in fair value of warrant liability
+Added: ( 1,353,716 )
+Added: Other income (expense), net
+Added: Total other income (expense), net
+Added: ( 3,012,511 )
Loss before income taxes
15 unchanged sentences
Consolidated Statements of Changes in Stockholders' Equity
−Removed: Comphrehensive
+Added: Temporary Equity
+Added: Series G Convertible
+Added: Preferred Stock
+Added: Comprehensive
Stockholders’
6 unchanged sentences
Issuance of common stock under public equity placement
−Removed: Stock-based compensation on stock options, RSAs & RSUs
+Added: Issuance of common stock for acquisition of Visimid
+Added: Stock-based compensation on stock options, RSUs & RSAs
Foreign currency translation adjustment
3 unchanged sentences
( 215,843,575 )
+Added: Issuance of preferred stock under private equity placement, net of fees
Issuance of common stock for:
1 unchanged sentence
Exercise of stock options, RSUs & RSAs, net
−Removed: Issuance of common stock under public equity placement
+Added: Shares issued as compensation
Issuance of common stock for acquisition of Visimid
+Added: Issuance of common stock for acquisition of G5
+Added: Issuance of common stock under private equity placement, net of fees
+Added: Issuance of warrants under private equity placement, net of fees
+Added: Preferred cumulative dividends plus accretion
+Added: ( 14,751,134 )
+Added: ( 14,751,134 )
Stock-based compensation on stock options, RSUs & RSAs
+Added: Reclassification of warrant liability
Foreign currency translation adjustment
11 unchanged sentences
$ ( 8,007,346 )
−Removed: Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
+Added: Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization
−Removed: Interest from amortization of debt costs
−Removed: Loss (gain) on disposal of property and equipment
+Added: Interest from amortization of loan issuance costs
+Added: Amortization of fair value of loan
+Added: Loss on extinguishment of debt
+Added: Change in fair value of warrant liability
+Added: Change in fair value of acquisition earnout liabilities
+Added: Loss on disposal of property and equipment
Stock-based compensation on stock options, RSUs & RSAs, net
3 unchanged sentences
Deferred taxes
−Removed: Changes in operating assets and liabilities:
+Added: Changes in operating assets and liabilities, net of acquisitions:
Trade accounts receivable
1 unchanged sentence
Other current assets
+Added: ( 1,385,690 )
Prepaid expenses and deposits
Accounts payable and accrued liabilities
−Removed: Net cash provided by (used in) operating activities
+Added: Net cash (used in) provided by operating activities
( 8,331,390 )
5 unchanged sentences
Proceeds from sale-leaseback of equipment
−Removed: Acquisition of Visimid Technologies, net of cash acquired
+Added: Acquisition of G5
+Added: ( 18,486,669 )
+Added: Acquisition of Visimid, net of cash acquired
Net cash used in investing activities
2 unchanged sentences
Cash flows from financing activities:
+Added: Proceeds from exercise of stock options
Proceeds from sale of common stock from Employee Stock Purchase Plan
Proceeds from issuance of common stock under public equity placement
+Added: Proceeds from issuance of common stock under private equity placement, net of fees
+Added: Proceeds from issuance of preferred stock under private equity placement, net of fees
+Added: Proceeds from issuance of warrants under private equity placement, net of fees
+Added: Deferred payment for acquisition of Visimid
Borrowings on loans payable
+Added: Loan issuance costs
Payments on loans payable
( 2,459,474 )
−Removed: ( 1,852,256 )
Repayment of finance lease obligations
−Removed: Net cash (used in) provided by financing activities
+Added: Net cash provided by (used in) financing activities
( 1,466,440 )
9 unchanged sentences
Purchase of equipment through finance lease arrangements
−Removed: Equipment deposit paid in restricted stock
Operating right-of-use assets acquired in exchange for operating lease liabilities
+Added: Issuance of common stock for acquisition of Visimid
+Added: Issuance of common stock for acquisition of G5
+Added: Accrual of earnout consideration for acquisiton of G5
+Added: Extinguishment of debt in exchange for common stock, preferred stock, warrants and a note
The accompanying notes are an integral part of these consolidated financial statements.
13 unchanged sentences
In July 2023, we acquired Liebert Consulting LLC, dba Visimid Technologies (“Visimid”).
−Removed: Visimid is an engineering and design firm specializing in thermal imaging, night vision and IOT applications.
−Removed: Visimid provides design and consulting services for DoD contractors, commercial and industrial customers, and OEMs for original new products.
+Added: Visimid is an engineering and design firm specializing in thermal imaging, night vision and internet of things (“IOT”) applications.
+Added: 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.
−Removed: Visimid’s facility is located in Plano, TX.
−Removed: LightPath is a manufacturer of optical components, assemblies and sub-systems, including precision molded glass aspheric optics, infrared optics, thermal imaging assemblies and cores, and other optical components used in products that manipulate light.
−Removed: LightPath designs, develops and manufactures optical components and sub-system level lens assemblies utilizing advanced optical manufacturing processes.
−Removed: LightPath products are incorporated into a variety of applications by customers in many industries, including defense products, night vision systems, medical devices, laser aided industrial tools, automotive safety applications, telecommunications, machine vision and sensors, among others.
+Added: Visimid’s facility is located in Plano, Texas.
+Added: In February 2025, we acquired G5 Infrared LLC, a New Hampshire limited liability company (“G5 Infrared”).
+Added: 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.
+Added: 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.
+Added: Additionally, G5 Infrared is a provider of infrared coatings, including for materials such as LightPath’s BlackDiamond (“BlackDiamond”) glass.
+Added: G5 Infrared operates from a manufacturing facility in Hudson, New Hampshire.
+Added: 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.
+Added: Management believes that the combination of LightPath and G5 Infrared creates a more robust, vertically-integrated solutions provider.
+Added: 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.
+Added: 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.
+Added: 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.
10 unchanged sentences
The Company’s foreign cash accounts are not insured.
−Removed: Restricted cash is presented in the Consolidated Balance Sheet as of June 30, 2023, and consists of amounts held in a restricted account as collateral for a loan agreement.
−Removed: See Note 14, Loans Payable , to these Consolidated Financial Statements for additional information.
−Removed: Our restricted cash was held in a money market account.
−Removed: Cash and cash equivalents and restricted cash presented in the Consolidated Balance Sheet as of June 30, 2023 are combined in the Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023.
−Removed: The Company did not have any restricted cash as of June 30, 2024.
Allowance for credit losses is based on the best estimate of the amount of probable credit losses in existing accounts receivable.
13 unchanged sentences
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.
−Removed: Items of which we have greater than a two-year supply are also reserved at 25% to 100% , depending on usage rates.
+Added: 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.
13 unchanged sentences
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.
−Removed: Amortizable intangible assets consist primarily of customer relationships, know-how/trade secrets and trademarks.
−Removed: They are generally valued as the present value of estimated cash flows expected to be generated from the asset using a risk-adjusted discount rate.
+Added: Amortizable intangible assets consist primarily of customer relationships, know-how/trade secrets and tradenames.
When determining the fair value of our intangible assets, estimates and assumptions about future expected revenue and remaining useful lives are used.
−Removed: Goodwill and intangible assets are tested for impairment on an annual basis and during the period between annual tests if events or changes in circumstances indicate that the carrying value of goodwill or amortizable intangible assets may not be recoverable.
−Removed: The Company will assess the qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the goodwill impairment analysis.
−Removed: If the Company determines that it is more likely than not that its fair value is less than its carrying amount, then the goodwill impairment test is performed.
−Removed: The first step, identifying a potential impairment, compares the fair value of the reporting unit with its carrying amount.
−Removed: If the carrying amount exceeds its fair value, the second step would need to be performed;
−Removed: otherwise, no further steps are required.
−Removed: The second step, measuring the impairment loss, compares the implied fair value of the goodwill with the carrying amount of the goodwill.
−Removed: Any excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value.
+Added: 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.
+Added: The Company may assess goodwill for impairment using either a qualitative or quantitative approach.
+Added: 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.
+Added: This assessment may require significant judgments, including the estimation of future cash flows and an assessment of market and industry dependent risks.
+Added: 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.
+Added: 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.
+Added: Impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds is assessed fair value, not to exceed the carrying value of the goodwill of the reporting unit.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: If the estimated undiscounted cash flows are less than the carrying value of the assets, the Company calculates an impairment loss.
+Added: The impairment loss calculation compares the carrying value of its assets to the assets’ estimated fair value.
The Company did not record any impairment of goodwill or amortizable intangible assets during the fiscal years ended June 30, 2025 or 2024.
2 unchanged sentences
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.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: 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.
2 unchanged sentences
Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.
−Removed: The Company does not record leases on the consolidated balance sheet with an intial term of one year or less.
+Added: 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.
2 unchanged sentences
Lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term.
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
Income taxes are accounted for under the asset and liability method.
9 unchanged sentences
Our cash, cash equivalents and restricted cash totaled approximately $ 4.9 million at June 30, 2025.
−Removed: Of this amount, less than 50% was held by our foreign subsidiaries in China and Latvia.
+Added: Of this amount, approximately 25% was held by our foreign subsidiaries in China and Latvia.
These foreign funds were generated in China and Latvia as a result of foreign earnings.
2 unchanged sentences
parent company.
−Removed: During fiscal year 2020, we began to accrue for the applicable Chinese withholding taxes on the portion of earnings that we intend to repatriate.
+Added: 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.
14 unchanged sentences
New product development costs are expensed as incurred.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: 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.
7 unchanged sentences
If it is determined that meeting the targets is probable, then the compensation expense will be amortized over the remaining vesting period.
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
Fair value of financial instruments.
7 unchanged sentences
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management.
−Removed: The respective carrying value of financial instruments recorded on the consolidated balance sheets approximated their fair values.
−Removed: These financial instruments include accounts receivable, accounts payable and accrued liabilities.
−Removed: Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.
−Removed: The fair value of the Company’s finance lease obligations and loans payable approximate their carrying values, based upon current rates available to us.
−Removed: See Note 13, Leases and Note 14, Loans Payable , to these Consolidated Financial Statements for additional information.
−Removed: Management considers these fair value estimates to be level 2 fair value measurements.
−Removed: 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.
+Added: The respective carrying value of accounts receivable, account payable and accrued liabilities recorded on the Consolidated Balance Sheets approximated their fair values.
+Added: 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.
+Added: 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.
+Added: 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).
+Added: See Note 8, Stockholders’ Equity , to these Consolidated Financial Statements for additional information regarding the valuation of the acquisition financing.
+Added: In connection with the acquisition of G5 Infrared, the Company also valued the earnout liability and the intangible assets acquired using Level 3 fair value methods.
+Added: See Note 3, Acquisitions , to these Consolidated Financial Statements for additional information.
+Added: 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.
3 unchanged sentences
Our other comprehensive income consists of foreign currency translation adjustments made for financial reporting purposes.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
Business segments.
−Removed: As the Company only operates in principally one reportable business segment, no additional reporting is required.
+Added: The Company operates in principally one reportable business segment.
+Added: In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures (“ASU 2023-07”) which requires additional segment disclosures on an annual and interim basis, including significant segment expenses that are regularly provided to the chief operating decision maker.
+Added: ASU 2023-07 is effective for our fiscal year 2025, and has been applied retrospectively to all periods presented in the consolidated financial statements.
+Added: See Note 17, Segment Reporting , to these Consolidated Financial Statements for additional information.
Recent accounting pronouncements.
−Removed: There are no new accounting pronouncements issued by the FASB that are not yet effective for the Company for the year ended June 30, 2024 that are expected to have a material impact on the Consolidated Financial Statements.
−Removed: Acquisition of Visimid Technologies
−Removed: In July 2023, the Company acquired Visimid, pursuant to a Membership Interest Purchase Agreement dated as of July 25, 2023 (the “Acquisition Date”).
+Added: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
+Added: 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.
+Added: ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and may be applied prospectively or retrospectively.
+Added: We are evaluating the impact of ASU 2023-09 and expect the standard will only impact our income taxes disclosures with no material impact on our operating results, financial position, or cash flows.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: 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.
+Added: 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.
+Added: 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.
+Added: There are no other new accounting pronouncements issued by the FASB that are not yet effective for the Company for the year ended June 30, 2025 that are expected to have a material impact on the Consolidated Financial Statements.
+Added: Vismid Technologies
+Added: In July 2023, the Company acquired Visimid, pursuant to a Membership Interest Purchase Agreement dated as of July 25, 2023 (the “Visimid Acquisition Date”).
Part of the Company’s growth strategy is to identify appropriate opportunities that would enhance our profitable growth through acquisition.
−Removed: Visimid is an engineering and design firm specializing in thermal imaging, night vision and internet of things (“IOT”) applications.
−Removed: 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.
+Added: Visimid is an engineering and design firm specializing in thermal imaging, night vision and IOT applications.
+Added: Visimid provides design and consulting services for DoD contractors, commercial and industrial customers, and OEMs for original new products.
Visimid’s core competency is developing and producing custom thermal and night vision cores.
We believe that Visimid’s capabilities are aligned with our strategy to focus on engineered solutions.
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: The Company’s consolidated financial statements reflect the financial results of Visimid beginning on the Acquisition Date.
+Added: The Company’s consolidated financial statements reflect the financial results of Visimid beginning on the Visimid Acquisition Date.
The purchase price included $ 1 million in cash, $ 1,550,000 of restricted stock, $ 150,000 of assumed bank debt, and an earnout which is contingent upon the award and completion of a specific customer contract.
Of the restricted stock payable as part of the purchase price, $150,000 (81,610 shares) was issued at closing, with the balance to be issued in four equal installments of $350,000 each, on January 1, 2024, July 1, 2024, January 1, 2025 and July 1, 2025 .
−Removed: The number of shares is based on the average closing price of the Company’s Class A common stock, as reported by Bloomberg, for the five trading days prior to each stock issuance.
+Added: The number of shares is based on the average closing price of the Company’s Class A common stock, $ 0.01 par value (“Class A Common Stock”), as reported by Bloomberg, for the five trading days prior to each stock issuance.
For the January 1, 2024 installment, 267,176 shares were issued;
−Removed: The total purchase price, net of cash acquired and including the estimated potential earnout, is approximately $ 2.7 million, based on present values as of the Acquisition Date.
−Removed: Of this amount, $ 600,000 was paid at closing, cash installments of $ 150,000 and $ 125,000 were paid in October 2023 and January 2024, respectively, per the terms of the purchase agreement, and the remaining cash and stock payments, including the estimated potential earnout, have been accrued and are included in Accrued liabilities and Accrued liabilities, noncurrent in the accompanying consolidated balance sheet as of June 30, 2024.
−Removed: The estimated fair values of the assets acquired and liabilities assumed were recorded as of the Acquisition Date.
−Removed: As part of the valuation analysis, the Company identified intangible assets, including customer relationships, customer backlog, trade secrets and trademarks.
−Removed: The customer backlog, customer relationships, trade secrets and trademarks were determined to have estimated values of approximately $ 464,000 , $ 122,000 , $ 925,000 and $ 442,000 , respectively, and estimated useful lives of 1 year for customer backlog, and 10 years for customer relationships, trade secrets and trademarks.
+Added: for the July 1, 2024 installment, 279,553 shares were issued;
+Added: for the January 1, 2025 installment, 102,700 shares were issued;
+Added: and for the July 1, 2025 installment, which was the final installment, 112,323 shares were issued.
+Added: The total purchase price, net of cash acquired and including the estimated potential earnout, is approximately $ 2.7 million, based on present values as of the Visimid Acquisition Date.
+Added: Of this amount, $ 0.6 million was paid at closing, cash installments of $ 0.2 million and $ 0.1 million were paid in October 2023 and January 2024, respectively, per the terms of the purchase agreement, and the remaining cash and stock payments, including the estimated potential earnout, have been accrued and are included in Accrued liabilities in the accompanying Consolidated Balance Sheet as of June 30, 2025.
+Added: Certain of these acquisition liabilities are subject to fair value adjustments, for which $ 0.1 million of expense was recorded during the fiscal year ended June 30, 2025, and is included the “Change in fair value of acquisition liabilities” in the accompanying Consolidated Statement of Comprehensive Income (Loss).
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: The estimated fair values of the assets acquired and liabilities assumed were recorded as of the Visimid Acquisition Date.
+Added: As part of the valuation analysis, the Company identified intangible assets, including customer relationships, customer backlog, trade secrets and tradenames.
+Added: The customer backlog, customer relationships, trade secrets and tradenames were determined to have estimated values of approximately $ 0.5 million, $ 0.1 million, $ 0.9 million and $ 0.4 million, respectively, and estimated useful lives of 1 year for customer backlog, and 10 years for customer relationships, trade secrets and tradenames.
The estimated fair value of identifiable intangible assets is determined primarily using the “income approach”, which requires a forecast of all future cash flows.
The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Visimid.
−Removed: The goodwill is expected to be deductible for income tax purposes.
+Added: The goodwill is not expected to be deductible for income tax purposes.
For the fiscal year ended June 30, 2024, the Company incurred approximately $ 98,000 , in acquisition costs.
−Removed: These costs are included in the consolidated statements of comprehensive income (loss) in the line item entitled “Selling, general and administrative.” This is in addition to the previously disclosed $ 140,000 in acquisition costs which were recorded during the fiscal year ended June 30, 2023.
+Added: These costs are included in the consolidated statements of comprehensive income (loss) in the line item entitled “Selling, general and administrative.” For the fiscal year ended June 30, 2025, the Company did not incur any additional acquisition costs.
Prior to the acquisition, the Company had a preexisting relationship with Visimid.
1 unchanged sentence
The Company had also partnered with Visimid for the development of the Mantis camera.
+Added: 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.
+Added: Greenslade, solely in his capacity as Sellers’ Representative.
+Added: G5 Infrared is a vertically-integrated manufacturer of infrared camera systems and imaging solutions, and also provides infrared coatings.
+Added: G5 Infrared operates from a manufacturing facility in Hudson, New Hampshire.
+Added: The Company acquired G5 Infrared to expand the Company’s portfolio to include cooled infrared cameras.
+Added: Net assets and results of operations of G5 Infrared are reflected in our financial results commencing on the G5 Acquisition Date.
+Added: Revenue generated by G5 Infrared is included in our infrared and assemblies and modules product groups.
+Added: 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.
+Added: 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.
+Added: As of the G5 Acquisition Date, the preliminary estimate of fair value of consideration transferred consisted of the following:
+Added: Cash consideration
+Added: Net working capital adjustment
+Added: Equity portion of consideration
+Added: Earnout portion of consideration
+Added: Revenue clawback
+Added: ( 1,104,471 )
+Added: Fair value of consideration transferred
+Added: 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 .
+Added: The initial cash consideration at closing was subject to a net working capital adjustment, which was settled in June 2025.
+Added: 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 .
+Added: This clawback amount was settled in June 2025 and is reflected in the determination of the purchase price.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: 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.
+Added: 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 .
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The earnout liability is subject to fair value measurement each reporting period.
+Added: As of June 30, 2025, the earnout liability was adjusted to $ 5.0 million, an increase of $ 1.4 million, which is included in the “Change in fair value of acquisition liabilities” in the accompanying Consolidated Statement of Comprehensive Income (Loss).
+Added: 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.
+Added: 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.
+Added: We completed our accounting for the acquisition during the fiscal quarter ended June 30, 2025.
+Added: 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:
+Added: Preliminary as of
+Added: March 31, 2025
+Added: Adjustments, Net
+Added: June 30, 2025
+Added: Accounts receivable
+Added: Prepaid expenses and other current assets
+Added: Property and equipment
+Added: Operating lease right-of-use asset
+Added: Other intangible assets
+Added: ( 5,543,000 )
+Added: Total assets acquired
+Added: $ ( 1,530,550 )
+Added: Liabilities :
+Added: Accounts payable
+Added: Accrued liabilities
+Added: Operating lease liabilities, current
+Added: Deferred tax liabilities, noncurrent
+Added: ( 1,037,668 )
+Added: Operating lease liabilities, noncurrent
+Added: Total liabilities assumed
+Added: $ ( 1,037,668 )
+Added: Net assets acquired
+Added: $ ( 492,882 )
+Added: Measurement period adjustments include fair value adjustments during the fiscal quarter ended June 30, 2025, primarily related to refined assumptions in the valuation of the earnout consideration, and intangible assets such as backlog, customer relationships and know-how intangible assets.
+Added: Deferred tax liabilities were adjusted for the revised intangible asset values, and for the refined tax rate apportionment calculation.
+Added: The net impact of the aforementioned adjustments resulted in an increase to goodwill.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: Intangible assets – All intangible assets acquired in the acquisition of G5 Infrared are subject to amortization.
+Added: The fair value of identifiable intangible assets acquired as of the G5 Acquisition Date is as follows:
+Added: Intangible Asset
+Added: Customer relationships
+Added: The fair value of intangible assets is estimated using the multi-period excess earnings approach for acquired customer relationships and the relief from royalty method for the acquired trade names and know-how.
+Added: All of these level 3 fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, revenue forecasts, useful lives, royalty rates related to the tradenames and know-how intangible assets, and profitability assumptions related to customer relationships.
+Added: 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.
+Added: Goodwill – The $ 7.0 million of goodwill recognized is attributable to G5 Infrared’s market presence, the assembled workforce and established operating infrastructure.
+Added: The acquired goodwill is expected to be deductible for Federal income tax purposes.
+Added: See Note 7, Goodwill and Intangible Assets , in these Notes to these Consolidated Financial Statements for further information.
+Added: Acquisition costs have been expensed as incurred.
+Added: In connection with the acquisition of G5 Infrared, we recorded acquisition costs of $ 1.1 million and $ 0.6 million for the years ended June 30, 2025 and 2024, respectively, which were included in the “Selling, general and administrative expenses” line item in our Consolidated Statements of Operations.
+Added: Financial Results
+Added: Revenue and loss before income taxes of G5 Infrared included in our Consolidated Statement of Income (Loss) for the G5 Acquisition Date through June 30, 2025 was $ 5.6 million and $ 0.4 million, respectively.
+Added: Unaudited supplemental pro forma information
+Added: The following table presents unaudited pro forma financial results of the operations acquired with G5 Infrared.
+Added: The pro forma results for the include adjustments to remove costs directly attributable to the acquisition, such as transaction-related costs and the loss on extinguishment of debt (as described in Note 14, Loans Payable , to these Consolidated Financial Statements).
+Added: The pro forma results were prepared as if the acquisition was completed on the first day of our fiscal 2024, July 1, 2023.
+Added: 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.
+Added: Year Ended June 30,
+Added: Income before taxes
+Added: $ ( 9,520,465 )
+Added: $ ( 5,996,886 )
Product Revenue
−Removed: The Company manufactures optical components and higher-level assemblies, including precision molded glass aspheric optics, molded and diamond-turned infrared aspheric lenses, and other optical materials used to produce products that manipulate light.
−Removed: The Company designs, develops, manufactures, and distributes optical components and assemblies utilizing advanced optical manufacturing processes.
−Removed: The Company also provide engineering services and perform research and development for optical solutions for a wide range of optics markets.
−Removed: Revenue is derived primarily from the sale of optical components and assemblies.
+Added: The Company manufactures infrared imaging cameras, optical assemblies, optical components and infrared materials.
+Added: Optical components include precision molded glass aspheric optics, molded and diamond-turned infrared aspheric lenses, and other optical elements produced using other fabrication techniques.
+Added: 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.
+Added: The Company also provides engineering services and performs research and development for optical solutions for a wide range of optics markets.
Revenue Recognition
3 unchanged sentences
Revenue is presented net of sales taxes and any similar assessments.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
Customary payment terms are granted to customers, based on credit evaluations.
1 unchanged sentence
Deferred revenue is recorded when cash payments are received or due in advance of the Company’s performance.
−Removed: Deferred revenue was $ 725,000 and $ 314,000 as of June 30, 2024 and 2023, respectively, and is included in accrued liabilities in the accompanying consolidated balance sheets.
+Added: Deferred revenue was $ 0.5 million and $ 0.7 million as of June 30, 2025 and 2024, respectively, and is included in accrued liabilities in the accompanying Consolidated Balance Sheets.
Nature of Products
2 unchanged sentences
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.
−Removed: Visimid has one longer-term order with a defense customer which includes both product development and hardware deliverables where similar revenue recognition criteria will be applied.
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: The Company previously organized its products in three groups:
−Removed: precision molded optics (“PMO”), infrared, and specialty products.
−Removed: Revenues from product development agreements for engineering services were included in specialty products.
−Removed: 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:
−Removed: infrared components, visible components, assemblies and modules, and engineering services.
−Removed: Assemblies and modules were previously included in PMO, infrared or specialty products, depending on the lens type.
−Removed: Revenue by product group for the fiscal years ended June 30, 2024 and 2023 was as follows, with fiscal year 2023 amounts reclassified from those previously reported to conform to current classification:
+Added: 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.
+Added: We categorize our products into four product groups:
+Added: (i) infrared components, (ii) visible components, (iii) assemblies and modules, and (iv) engineering services.
+Added: Revenue by product group for the fiscal years ended June 30, 2025 and 2024 was as follows:
+Added: Year Ended June 30,
Infrared components
5 unchanged sentences
The components of inventories include the following:
−Removed: June 30, 2024
−Removed: June 30, 2023
Raw materials
4 unchanged sentences
( 1,224,896 )
−Removed: During fiscal years 2024 and 2023, the Company evaluated all allowed items and disposed of approximately $ 137,000 and $ 316,000 , respectively, of inventory parts and wrote them off against the allowance for obsolescence.
+Added: During fiscal years 2025 and 2024, the Company evaluated all allowed items and disposed of approximately $ 0.1 million of inventory parts and wrote them off against the allowance for obsolescence.
The value of tooling in raw materials, net of the related allowance for obsolescence, was approximately $ 1.1 million and $ 1.4 million at June 30, 2025 and 2024, respectively.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
Property and Equipment, net
Property and equipment consist of the following:
−Removed: Estimated Lives (Years)
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: Estimated Lives
Manufacturing equipment
8 unchanged sentences
Total property and equipment, net
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
+Added: Depreciation and amortization expense related to property and equipment was $ 2.7 million and $ 2.4 million for the fiscal years ended June 30, 2025 and 2024, respectively.
Goodwill and Intangible Assets
1 unchanged sentence
The excess purchase price over the fair values of all identified assets and liabilities was recorded as goodwill, attributable primarily to expected synergies and the assembled workforce of ISP.
−Removed: The increase in goodwill during the year ended June 30, 2024 was due to the acquisition of Visimid.
−Removed: See Note 3, Acquisition of Visimid Technologies , to these consolidated financial statements, for more information.
+Added: The increase in goodwill during the year ended June 30, 2025 was due to the acquisition of G5 Infrared.
+Added: See Note 3, Acquisitions , to these consolidated financial statements, for more information.
There have been no events or changes in circumstances that indicate the carrying value of goodwill may not be recoverable.
Identifiable intangible assets were comprised of:
−Removed: Useful Lives (Years)
−Removed: June 30, 2024
−Removed: June 30, 2023
Customer relationships
5 unchanged sentences
Total intangible assets, net
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
Future amortization of identifiable intangible assets is as follows:
14 unchanged sentences
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;
+Added: 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.
1 unchanged sentence
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.
+Added: Acquisition Financing
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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 ).
+Added: The Securities Purchase Agreement closed on February 18, 2025.
LIGHTPATH TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements (continued)
+Added: 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.
+Added: The Company filed a registration statement covering the resale of such Registrable Securities on May 2, 2025, which became effective on May 12, 2025.
+Added: 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.
+Added: 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:
+Added: (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”);
+Added: and (ii) 232,258 shares of Class A Common Stock at a purchase price of approximately $ 2.15 per share.
+Added: The Class A Purchaser and its affiliate, Alice W.
+Added: 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 ).
+Added: 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 ).
+Added: The Class A SPA closed on February 18, 2025.
+Added: 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 .
+Added: 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 .
+Added: The remaining proceeds were allocated to the remaining instruments as follows:
+Added: (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.
+Added: Warrants – The Company issued 4,352,775 Series G Purchasers Warrants in connection with the Securities Purchase Agreement and 170,697 Class A Purchaser’s Warrants in connection with the Class A SPA (collectively, the “Warrants”).
+Added: The exercise price of the Warrants is $2.58 (the “Exercise Price”).
+Added: 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.
+Added: The Warrants became exercisable upon the issuance date and will expire on the six-year anniversary of issuance.
+Added: 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”).
+Added: The Series G Purchasers Warrants were initially not indexed to the Company’s own stock due to the Exchange Cap, as shareholder approval is not an input for determining the fair value of a fixed-for-fixed option on the Company’s Class A Common Stock.
+Added: 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).
+Added: 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.
+Added: The Class A Purchaser’s Warrants are indexed to the Company's own stock, and meet the criteria for equity classification.
+Added: The Warrants are valued using the Black-Scholes-Merton pricing model, which includes assumptions of expected volatility.
+Added: 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.
+Added: Economic characteristics and risks of an equity-linked conversion option are clearly and closely related to an equity-type host;
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The Series G Convertible Preferred was valued using a Binomial Lattice Model which considers the ability of the Investor to convert the instrument into common stock at any time, and for the Company's call option and the Investor's put option which are available after 5 years.
+Added: 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.
+Added: The Series G Convertible Preferred Stock bears dividends at a per annum rate of 6.5 %.
+Added: 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.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: 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:
+Added: (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;
+Added: (ii) the Company would chose to redeem the Acquisition Notes at a premium of 102 % prior to the two year maturity date, or (iii) the Acquisition Notes will be repaid at maturity.
+Added: 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.
+Added: Refer to Note 14, Loans Payable , for further information regarding the Acquisition Notes.
+Added: Offering costs – The $2.0 million of estimated direct and incremental offering costs in connection with the Acquisition Financing, allocated based on the relative fair values of the warrants, Class A Common Stock, Series G Convertible Preferred Stock and the Acquisition Notes that comprise the offering.
+Added: Issuance costs were allocated as follows:
+Added: (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;
+Added: (ii) $ 0.3 million allocated to the warrants were expensed, as the warrants were determined to be classified as a liability, initially;
+Added: 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.
For financial reporting purposes, income (loss) before income taxes includes the following components:
12 unchanged sentences
Total income tax provision
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
The reconciliation of income tax computed at the U.S.
9 unchanged sentences
Valuation allowance
−Removed: ( 3,331,277 )
NOL expiration and adjustments
+Added: Federal research and development credit expiration
Federal research and development and other credits
1 unchanged sentence
Other permanent differences
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law, which, among other things, is intended to provide emergency assistance to qualifying businesses and individuals.
−Removed: The Company elected to utilize the payroll tax deferral under the CARES Act, resulting in cash savings of approximately $ 325,000 , accrued as of June 30, 2021.
−Removed: Half of this amount was remitted on December 31, 2021, with the remainder remitted on December 31, 2022 and no balance due as of June 30, 2023.
+Added: Acquisition financing
+Added: Prior year true-ups
Income Tax Law of the People’s Republic of China
−Removed: The Company’s Chinese subsidiaries, LPOI and LPOIZ, are 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.
+Added: The Company’s Chinese subsidiary, LPOIZ, is governed by the Income Tax Law of the People’s Republic of China concerning the privately run and foreign invested enterprises, which are generally subject to tax at a statutory rate of 25 % on income reported in the statutory financial statements after appropriate tax adjustments.
For both the years ended June 30, 2025 and 2024, the tax rate for LPOIZ was 15 %, in accordance with an incentive program for technology companies.
−Removed: The net deferred tax liability for LPOIZ is approximately $ 415,000 and $ 465,000 as of June 30, 2024 and 2023, respectively, primarily related to timing differences related to accelerated depreciation on fixed assets.
+Added: The net deferred tax liability for LPOIZ is approximately $ 0.2 million and $ 0.4 million as of June 30, 2025 and 2024, respectively, primarily related to timing differences related to accelerated depreciation on fixed assets.
Historically, the Company considered unremitted earnings held by its foreign subsidiaries to be permanently reinvested.
5 unchanged sentences
During the years ended June 30, 2025 and 2024, the Company declared and paid intercompany dividends of $ 1.1 million and $ 1.4 million, respectively, from LPOIZ, payable to the Company as its parent company.
−Removed: Accordingly, the Company paid Chinese withholding taxes of $ 152,000 and $ 210,000 associated with these dividends during fiscal years 2024 and 2023, respectively.
−Removed: Income tax expense associated with these dividends was $ 152,000 and $ 210,000 for fiscal years 2024 and 2023, respectively.
−Removed: Accrued and unpaid withholding taxes were approximately $ 40,000 as of both June 30, 2024 and 2023.
+Added: Accordingly, the Company paid and recorded income tax expense for Chinese withholding taxes of approximately $ 0.1 million and $ 0.2 million associated with these dividends during fiscal years 2025 and 2024, respectively.
+Added: Accrued and unpaid withholding taxes were approximately $ 0.04 million as of both June 30, 2025 and 2024.
Other than these withholding taxes, these intercompany dividends have no impact on the Consolidated Financial Statements.
13 unchanged sentences
Notes to Consolidated Financial Statements (continued)
−Removed: The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows at June 30:
+Added: The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are as follows as of June 30, 2025 and 2024, with fiscal year 2024 amounts reclassified from those previously reported to conform to current classification:
Year Ended June 30,
4 unchanged sentences
Capitalized R&D expenses
+Added: Lease liability
+Added: Disallowed interest expense
Accrued expenses and other
6 unchanged sentences
Depreciation and other
+Added: Right-of-use asset
+Added: ( 2,212,710 )
+Added: ( 2,102,540 )
Intangible assets
9 unchanged sentences
The Company’s largest deferred tax asset is related to its U.S.
−Removed: federal NOL carryforwards.
−Removed: In order to fully realize this deferred tax asset, the Company would need to generate future taxable income of approximately $ 39 million prior to the expiration of the carry-forwards, of which $ 21 million expire from 2025 through 2034 and $ 18 million do not expire.
−Removed: Based on the level of historical taxable income (loss), management has provided for a valuation adjustment against the deferred tax assets of approximately $ 12.1 million at June 30, 2024, an increase of approximately $ 1.0 million as compared to June 30, 2023.
+Added: federal net operating loss (“NOL”) carryforwards.
+Added: In order to fully realize this deferred tax asset, the Company would need to generate future taxable income of approximately $ 41.0 million prior to the expiration of the carry-forwards, of which $ 17.7 million expire from 2026 through 2034 and $ 23.3 million have an indefinite life.
+Added: The Company also has state NOL carryforwards of approximately $ 30.0 million, of which $ 14.8 million begin expiring in 2026 and approximately $ 15.2 million have an indefinite life.
+Added: Based on the weight of the available evidence, management has provided for a valuation allowance against the deferred tax assets of approximately $ 14.0 million at June 30, 2025, an increase of approximately $ 1.9 million as compared to June 30, 2024.
The increase in the valuation allowance for deferred tax assets as compared to the prior year is primarily the result of the various movements in the current year deferred items.
−Removed: net deferred tax asset of $ 123,000 results from federal and state tax credits with indefinite carryover periods.
+Added: net deferred tax asset of approximately $ 0.02 million results from federal and state tax credits with indefinite carryover periods.
State income tax expense disclosed on the effective tax rate reconciliation above includes state deferred taxes that are offset by a full valuation allowance.
−Removed: At June 30, 2024, in addition to net operating loss carry forwards, the Company also has research and development and other credit carry forwards of approximately $ 1.5 million, which will expire from 2025 through 2044 .
−Removed: A portion of the NOL carry forwards may be subject to certain limitations of the Internal Revenue Code Sections 382 and 383, which would restrict the annual utilization in future periods due principally to changes in ownership in prior periods.
+Added: The utilization of the Company’s NOL carryforwards may be subject to a U.S.
+Added: 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.
+Added: 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.
+Added: The Company has performed a Sec.
+Added: 382 study and concluded that there is no limitation under Section 382 as of June 30, 2025.
+Added: At June 30, 2025, in addition to NOL carryforwards, the Company also has research and development and other credit carryforwards of approximately $ 2.0 million, which will expire from 2026 through 2045 .
+Added: The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates.
+Added: In the normal course of business, the Company is subject to examinations by federal, foreign, and state and local jurisdictions, where applicable.
+Added: There are currently no pending tax examinations.
+Added: The Company is no longer subject to U.S.
+Added: 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.
+Added: 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.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: As required by the uncertain tax position guidance in ASC No.
+Added: 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.
+Added: 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.
+Added: The Company applied the uncertain tax position guidance to all tax positions for which the statute of limitations remained open.
+Added: The Company has not recognized a liability for uncertain tax positions.
+Added: 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.
+Added: On July 4, 2025, the One Big Beautiful Bill was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S.
+Added: federal tax system.
+Added: Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property.
+Added: 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.
+Added: The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent.
+Added: Less favorable business provisions include limitations on tax deductions for charitable contributions.
+Added: The OBBBA modified the U.S.
+Added: 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.
+Added: The tax rate on GILTI, now renamed to Net CFC Tested Income (“NCTI”), is now 12.6%.
+Added: The FDII rules, now renamed to Foreign Derived Deduction Eligible Income (“FDDEI”), now carry a 14% tax rate on FDDEI eligible income.
+Added: The OBBB Act increases the BEAT rate from 10% to 10.5%.
+Added: The Company is currently assessing the potential impact of this legislation on its future financial position, results of operations, and cash flows.
+Added: In accordance with U.S.
+Added: GAAP, the effects will be recognized in the period of enactment.
Compensatory Equity Incentive Plan and Other Equity Incentives
−Removed: Share-based payment arrangements — The Company’s directors, officers, and key employees were granted stock-based compensation through the Omnibus Plan, through October 2018 and after that date, the SICP.
+Added: Share-based payment arrangements — The Company’s directors, officers, and key employees were granted stock-based compensation underthe Omnibus Plan, through October 2018 and after that date, the SICP.
Such stock-based compensation may include, among other things, incentive stock options, non-qualified stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”).
1 unchanged sentence
At the Company’s 2018 Annual Stockholders Meeting, our stockholders approved the SICP under which an aggregate of 1,650,870 shares of our Class A Common Stock were authorized for issuance pursuant to awards granted thereunder.
−Removed: At the Company’s 2022 Annual Stockholders Meeting, our stockholders authorized an additional 2,100,000 shares of our Class A common stock for issuance pursuant to awards granted thereunder.
+Added: At the Company’s 2022 Annual Stockholders Meeting, and at the Company’s 2025 Special Meeting of Stockholders, our stockholders authorized an additional 2,100,000 shares and 4,000,000 shares, respectively, of our Class A Common Stock for issuance pursuant to awards granted thereunder.
As of June 30, 2025, 4,184,925 shares of Class A Common Stock were authorized and available for issuance pursuant to awards granted under the SICP.
The Company’s executive officers are eligible to earn incentive compensation consisting of equity-based awards, as well as cash bonuses, based on the achievement of certain individual and/or Company performance goals set by the Compensation Committee.
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
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.
−Removed: The 2014 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) .
−Removed: 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.
−Removed: This discount of approximately $ 4,000 for each of the fiscal years ended June 30, 2024 and 2023, respectively, is included in the selling, general and administrative expense in the accompanying Consolidated Statements Comprehensive Income (Loss), which represents the value of the 10% discount given to the employees purchasing stock under the 2014 ESPP.
+Added: The 2014 ESPP expired on January 29, 2025.
+Added: 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.
+Added: The 2014 ESPP permitted employees to purchase Class A Common Stock through payroll deductions, which may not exceed 15% of an employee’s compensation, at a price not less than 85% of the market value of the Class A Common Stock on specified dates (June 30 and December 31) .
+Added: In no event could any participant purchase more than $ 25,000 worth of shares of Class A Common Stock in any calendar year and an employee could not purchase more than 8,000 shares on any purchase date within an offering period of 12 months and 4,000 shares on any purchase date within an offering period of six months.
+Added: This discount of approximately $ 400 and $ 4,000 for each of the fiscal years ended June 30, 2025 and 2024, respectively, is included in the selling, general and administrative expense in the accompanying Consolidated Statements Comprehensive Income (Loss), which represents the value of the 10% discount given to the employees purchasing stock under the 2014 ESPP.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
These plans are summarized below:
Equity Compensation Arrangement
−Removed: Award Shares Authorized
−Removed: Outstanding at June 30, 2024
−Removed: Available for Issuance at
+Added: Outstanding at
June 30, 2025
+Added: Available for
+Added: June 30, 2025
SICP (or Omnibus Plan)
2 unchanged sentences
The Company uses the Black-Scholes-Merton pricing model.
−Removed: The 2014 ESPP fair value is the amount of the discount the employee obtains at the date of the purchase transaction.
+Added: The 2014 ESPP fair value was the amount of the discount the employee obtained at the date of the purchase transaction.
Most stock options granted vest ratably over two to four years and are generally exercisable for ten years.
3 unchanged sentences
Treasury interest rate for constant maturities.
−Removed: No stock options were granted during the year ended June 30, 2023.
−Removed: For stock options granted in the year ended June 30, 2024, the Company estimated the fair value of each stock award as of the date of grant using the following assumptions:
−Removed: June 30, 2024
+Added: The Company estimated the fair value of each stock award as of the date of grant using the following assumptions:
+Added: Year Ended June 30,
Weighted-average expected volatility
8 unchanged sentences
RSUs typically vest over a one to four year period from the date of grant, although some may vest immediately upon grant.
+Added: 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.
LIGHTPATH TECHNOLOGIES, INC.
5 unchanged sentences
June 30, 2023
−Removed: ( 1,068,291 )
Cancelled/Forfeited
4 unchanged sentences
June 30, 2025
−Removed: Awards unexercisable/
−Removed: unvested as of
+Added: Awards unexercisable/ unvested as of
June 30, 2025
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
The intrinsic and fair values for share-based payment awards exercised and vested in the years ended June 30, 2025 and 2024 are presented below:
7 unchanged sentences
Stock Options
−Removed: None of the outstanding RSAs were exercisable as of June 30, 2024 and 2023.
−Removed: As of June 30, 2024, there was approximately $ 863,000 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.
+Added: As of June 30, 2025, there was approximately $ 1.3 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements, including share options and RSUs, granted under the Omnibus Plan, through October 2018 and after that date, the SICP.
The expected compensation cost to be recognized is as follows:
4 unchanged sentences
June 30, 2028
−Removed: The table above does not include shares under the Company’s 2014 ESPP, which has purchase settlement dates in the second and fourth fiscal quarters.
−Removed: 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.
−Removed: The following table is a summary of the number and weighted-average grant date fair values, estimated using the Black-Scholes-Merton pricing model, regarding the Company’s unexercisable/unvested awards as of June 30, 2024 and 2023 and changes during the two years then ended:
−Removed: Unexercisable/Unvested Awards
−Removed: Stock Options Shares
−Removed: Weighted-Average Grant Date Fair Values
−Removed: June 30, 2022
−Removed: Cancelled/Forfeited
−Removed: June 30, 2023
−Removed: Cancelled/Forfeited
−Removed: June 30, 2024
−Removed: 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.
+Added: There was no unrecognized compensation expense related to the Company’s 2014 ESPP, as all purchases were settled in January 2025.
LIGHTPATH TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements (continued)
+Added: Acceleration of Vesting — The Company does not generally accelerate the vesting of any stock options, RSUs or RSAs, however in the case of retirements, the Board of Directors may accelerate vesting, which would accelerate expense recognition.
Financial Statement Effects and Presentation — The following table shows total stock-based compensation expense for the years ended June 30, 2025 and 2024, which is included in selling, general and administrative expenses in the accompanying Consolidated Statements of Comprehensive Income (Loss):
3 unchanged sentences
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.
−Removed: Diluted earnings (loss) per share is computed similarly to basic earnings (loss) per share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue shares of Class A common stock were exercised or converted into shares of Class A common stock.
−Removed: The computations for basic and diluted earnings (loss) per share are described in the following table:
+Added: 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.
+Added: During periods in which the average market price of the Company's common stock is above the applicable conversion price of the Company's convertible notes, the impact of conversion would be dilutive and such dilutive effect is reflected in diluted EPS.
+Added: As a result, in periods where the average market price of the Company's common stock is above the conversion price, under the if-converted method, the Company calculates the number of shares issuable under the terms of the convertible notes based on the average market price of the stock during the period, and includes that number in the total diluted shares outstanding for the period.
+Added: The Warrants and the Series G Convertible Preferred Stock are participating securities as the holders of such instruments participate in the event a dividend is paid on common stock, however the holders do not have a contractual obligation to share in the Company’s losses.
+Added: As such, losses are attributed entirely to common stockholders.
+Added: The computations for basic and diluted earnings (loss) per share of Class A Common Stock are described in the following table:
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: Year Ended June 30,
$ ( 14,873,182 )
$ ( 8,007,346 )
+Added: Accretion of dividends on Series G preferred
+Added: ( 14,751,134 )
+Added: Net loss attributable to stockholders
+Added: $ ( 29,624,316 )
+Added: $ ( 8,007,346 )
Weighted-average common shares outstanding:
Basic number of shares
−Removed: Effect of dilutive securities:
−Removed: Options to purchase common stock
−Removed: RSUs and RSAs
Diluted number of shares
1 unchanged sentence
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.
+Added: 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:
+Added: Year Ended June 30,
Options to purchase common stock
RSUs and RSAs
−Removed: Defined Contribution Plan
−Removed: The Company provides retirement benefits to its U.S.-based employees through a defined contribution retirement plan.
−Removed: Until February 24, 2023, these benefits were offered under the Insperity 401(k) plan (the “Insperity Plan”).
−Removed: The Insperity Plan was a defined 401(k) contribution plan that all U.S.
−Removed: employees, over the age of 21, are eligible to participate in after three months of employment.
−Removed: Under the Insperity Plan, the Company matched 100% of the first 2% of employee contributions.
−Removed: Effective February 24, 2023, all plan assets were transferred to the LightPath Technologies Inc.
−Removed: 401(k) plan (the “LightPath Plan”).
−Removed: The LightPath Plan is a defined 401(k) contribution plan, administered by a third party, that all U.S.
−Removed: employees, over the age of 21, are eligible to participate in after three months of employment.
+Added: Series G convertible preferred & warrants
+Added: Defined Contribution Retirement Plans
+Added: The Company provides retirement benefits to its U.S.-based employees through two defined contribution retirement plans.
+Added: These benefits are offered under the LightPath Technologies Inc.
+Added: 401(k) plan (the “LightPath Plan”) and the G5 Infrared, LLC 401(k) Plan (the “G5 Plan”).
+Added: The LightPath Plan and the G5 Plan are defined 401(k) contribution plans, administered by third parties, that all U.S.
+Added: 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 .
−Removed: As of June 30, 2024, there were 50 employees enrolled in this plan .
−Removed: The Company made matching contributions of approximately $ 108,000 and $ 121,000 during the years ended June 30, 2024 and 2023, respectively.
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
+Added: Under the G5 Plan, the Company matches 100% of the first 4% of employee contributions.
+Added: The Company made matching contributions under these plans of approximately $ 0.2 million and $ 0.1 million during the years ended June 30, 2025 and 2024, respectively.
+Added: The Company is in the process of merging these plans, which is legally required to be completed by December 31, 2025.
The Company has operating leases for its manufacturing and office space.
−Removed: Through February 2023, the Company had two lease agreements for its corporate headquarters and manufacturing facilities in Orlando, Florida.
−Removed: The first lease (the “Orlando Lease”) was amended effective April 30, 2021 to expand the space from approximately 26,000 square feet to approximately 58,500 square feet.
−Removed: The lease term was extended from April 30, 2022, to that certain date that is one hundred twenty-seven (127) months after the date the landlord completes certain work to be done at the leased premises.
+Added: The Company has a lease agreement for its corporate headquarters and manufacturing facility in Orlando, Florida (the “Orlando Lease”).
+Added: The Orlando Lease was amended effective April 30, 2021 to expand the space and extend the lease term from April 30, 2022, to that certain date that is one hundred twenty-seven (127) months after the date the landlord completes certain work to be done at the leased premises.
The landlord’s work was completed in August 2023, and accordingly the lease expires on March 31, 2034.
2 unchanged sentences
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.
−Removed: The second lease was entered into in April 2018 for 12,378 square feet in Orlando, Florida (the “Orlando Lease II”), which provided additional manufacturing and office space near the Company’s corporate headquarters.
−Removed: The commencement date of the Orlando Lease II was December 1, 2018, and it had a four-year original term with one renewal option for an additional five-year term.
−Removed: In October 2021, the Company assigned such lease to a third-party and agreed that the premises would be vacated, subject to the assigned lease, on November 30, 2022.
−Removed: In December 2022, the Company entered into an agreement with the assignee of such lease that extended its right to occupy the subject premises until February 28, 2023, in consideration of payments of rent through February 28, 2023, and other amounts to the assignee.
−Removed: In February 2023, the space was vacated and the Company has no further obligations related to this lease.
−Removed: As of June 30, 2024, the Company, through its wholly-owned subsidiary, LPOIZ, has a lease agreement for a manufacturing and office facility in Zhenjiang, China for an aggregate of 55,000 square feet (the “Zhenjiang Lease”), which expires December 31, 2024.
−Removed: Effective June 1, 2024, LPOIZ reduced its facility to 39,500 square feet.
−Removed: It is management’s intention to renew the lease on the reduced space for at least a one-year term.
−Removed: At June 30, 2024, the Company, through ISP’s wholly-owned subsidiary ISP Latvia, had two lease agreements for a manufacturing and office facility in Riga, Latvia for an aggregate of 29,000 square feet, which leases expire December 31, 2030.
−Removed: The Company’s facility leases are classified as operating leases, and the Company also has finance leases related to certain equipment located in Orlando, Florida and Riga, Latvia.
+Added: As of June 30, 2025, the Company, through its wholly-owned subsidiary, G5 Infrared, has a lease agreement for a manufacturing and office facility in Hudson, New Hampshire, which expires November 30, 2026.
+Added: The Company’s wholly-owned subsidiary, Visimid, has a lease agreement for a manufacturing and office facility in Plano, Texas, which expires October 31, 2026.
+Added: On July 7, 2025, Visimid entered into a lease agreement for another manufacturing and office facility in Plano, Texas, which commenced September 1, 2025 for a five-year term.
+Added: The existing facility will be relocated to this larger facility.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: 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.
+Added: 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.
+Added: 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.
−Removed: At June 30, 2024, the Company also has obligations under twelve finance lease agreements, entered into during fiscal years 2019 thru 2024, with terms ranging from three to five years.
−Removed: The leases are for computer and manufacturing equipment.
−Removed: The finance leases for equipment on Riga, Latvia include financial covenants specific to ISP Latvia.
+Added: At June 30, 2025, the Company also has obligations under fourteen finance lease agreements, entered into during fiscal years 2023 through 2025, with terms ranging from three to five years.
+Added: The finance leases are for computer and manufacturing equipment.
+Added: 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.
8 unchanged sentences
the Company recognizes lease expense for these leases on a straight-line basis over the lease term.
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: The Company received tenant improvement allowances for each of the two leases with respect to its Orlando Facility.
−Removed: These allowances were used to construct improvements and are included in leasehold improvements and operating lease liabilities and is being amortized over the corresponding lease term.
−Removed: In August 2023, we completed the construction of additional tenant improvements within the premises subject to our continuing lease for our Orlando Facility, of which the landlord provided $ 2.4 million in tenant improvement allowances.
+Added: The Company received tenant improvement allowances pursuant to the Orlando Lease.
+Added: In August 2023, we completed the construction of tenant improvements within the premises subject to our continuing lease for our Orlando facility, of which the landlord provided $ 2.4 million in tenant improvement allowances.
+Added: The allowances are included in leasehold improvements and operating lease liabilities and the amount is being amortized over the corresponding lease term.
We funded the balance of the tenant improvement costs of approximately $ 3.7 million.
7 unchanged sentences
Total lease cost
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
Supplemental balance sheet information related to leases was as follows:
3 unchanged sentences
Operating lease assets
+Added: Operating lease assets
+Added: Finance lease assets
Property and equipment, net (1)
+Added: Total lease assets
+Added: Operating leases
Operating lease liabilities, current
+Added: Finance leases
Finance lease liabilities, current
+Added: Operating leases
Operating lease liabilities, less current portion
+Added: Finance leases
Finance lease liabilities, less current portion
−Removed: Finance lease assets are recorded net of accumulated depreciation of approximately $ 109,000 and $ 72,000 as of June 30, 2024 and 2023, respectively.
+Added: Total lease liabilities
+Added: Finance lease assets are recorded net of accumulated depreciation of approximately $ 0.3 million and $ 0.1 million as of June 30, 2025 and 2024, respectively.
Lease term and discount rate information related to leases was as follows:
17 unchanged sentences
Fiscal year ending:
−Removed: Finance Leases
−Removed: Operating Leases
June 30, 2026
8 unchanged sentences
Loans Payable
−Removed: As of June 30, 2024, loans payable consisted of two equipment loans (as defined below).
−Removed: As of June 30, 2023, loans payable primarily consisted of the BankUnited Term Loan (as defined below) payable to BankUnited N.A.
−Removed: (“BankUnited”).
−Removed: This loan was paid in full in February 2024 and is no longer outstanding as of June 30, 2024.
+Added: As of June 30, 2025, loans payable consisted of two third-party equipment loans (as defined below) and the Acquisition Notes.
+Added: Acquisition Notes
+Added: 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.
+Added: The Acquisition Notes accrue interest at the rate between 10 - 12 % per annum (12% as of June 30, 2025), based on the ratio of indebtedness to EBIDTA of the Company, unless an event of default (as defined in the Acquisition Notes) occurs, at which time the Acquisition Notes would accrue interest at 15% per annum.
+Added: 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.
+Added: 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 %.
+Added: The estimated fair value (Level 3) of the convertible promissory notes approximates its book value as of June 30, 2025.
+Added: The Acquisition Notes will mature on February 18, 2027, the second anniversary of the issuance date.
+Added: The Acquisition Notes will automatically convert into shares of Series G Convertible Preferred Stock, which are in turn convertible into Conversion Shares, if the EBITDA reported by the Company for the calendar year ending December 31, 2025, is less than approximately $4.9 million, which are in turn convertible into Conversion Shares (the “Automatic Note Conversion”).
+Added: The Series G Convertible Preferred Stock is convertible into Class A Common Stock.
+Added: 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.
+Added: All or part of the Acquisition Notes may, unless converted under the Automatic Note Conversion, be redeemed by the Company prior to the maturity date at a redemption price equal to the portion of principal so redeemed plus all accrued and unpaid interest thereon, provided that if the funds used for redemption were not generated internally by Company operations, the redemption amount will be multiplied by 102%.
+Added: In addition, following an event of default or upon a change of control, the Purchaser may require the Company to redeem all or any portion of the Acquisition Notes.
+Added: Notwithstanding anything to the contrary, upon any bankruptcy event of default, the Company will immediately pay the holder an amount in cash representing all outstanding principal and accrued and unpaid interest.
+Added: The Company determined that these redemption features did not require bifurcation from the Acquisition Notes as these are clearly and closely related to the Acquisition Notes.
+Added: The Acquisition Notes include customary affirmative and negative covenants and events of default.
+Added: Additionally, the Acquisition Notes include financial covenants requiring the Company to maintain a Total Leverage Ratio (as defined in the Acquisition Notes) of not greater than 4.00:1:00 and a Fixed Charge Covered Ratio (as defined in the Acquisition Notes) of greater than 1.20:1.00 for each fiscal quarter beginning with the fiscal quarter ending December 31, 2025.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: 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”).
+Added: The Loan is subject to an original issue discount of 7 %.
+Added: After deducting the original issue discount, fees paid to our placement agent, and certain expenses, the Company received net proceeds of $ 2.7 million.
+Added: 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.
+Added: The Bridge Note and related accrued interest were settled on February 18, 2025, in conjunction with financing for the acquisition of G5 Infrared and the closing of the Securities Purchase Agreement and Class A SPA (see Note 3, Acquisition of G5 Infrared ) with the Lytton Buyers.
+Added: The Bridge Note and $1.5 million of cash was exchanged for:
+Added: (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;
+Added: (ii) approximately 1,957 shares of Series G Convertible Preferred Stock issued in connection with the Securities Purchase Agreement;
+Added: (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 .
+Added: 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.
+Added: The loss on extinguishment of $0.4 million was computed as the difference between (i) the carrying value of the new instruments issued, including the Acquisition Note, the Series G Convertible Preferred Stock, Class A Common Stock, and Warrants.
+Added: 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).
+Added: Third-party costs totaling $0.3 million were recorded as issuance costs and are being amortized using the effective interest method over the term of the Acquisition Note.
Equipment Loans
In December 2020, ISP Latvia entered into an equipment loan with a third party (the “2020 Equipment Loan”), which is also a customer.
−Removed: The 2020 Equipment Loan is subordinate to the BankUnited Loans, and collateralized by certain equipment.
−Removed: The initial advance under the 2020 Equipment Loan was 225,000 EUR (or USD $ 275,000 ), 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.
+Added: The 2020 Equipment Loan is collateralized by certain equipment.
+Added: 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 %.
−Removed: An additional 225,000 EUR (or USD $ 267,000 ) was drawn in September 2021, which proceeds were paid to the vendor for the equipment, payable in equal installments over 52 months.
+Added: An additional 225,000 EUR (or approximately USD $ 0.3 million) was drawn in September 2021, which proceeds were paid to the vendor for the equipment, payable in equal installments over 52 months.
In May 2023, ISP Latvia entered into an equipment loan with a third party financial institution (the “2023 Equipment Loan”).
The 2023 Equipment Loan is collateralized by certain equipment.
−Removed: The initial advance under the 2023 Equipment Loan was 128,815 EUR (or USD $ 141,245 ), the proceeds of which were used to make a prepayment to a vendor for equipment to be delivered at a future date.
−Removed: The final advance for the final payment to the equipment vendor was 132,674 EUR (or USD $ 141,815 ).
+Added: 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.
+Added: The final advance for the final payment to the equipment vendor was 132,674 EUR (or approximately USD $ 0.1 million).
The 2023 Equipment Loan is payable over 48 months, with monthly installments beginning January 1, 2024.
The 2023 Equipment Loan bears interest at the six-month EURIBOR rate, plus 2.84 % ( 4.89 % as of June 30, 2025).
−Removed: BankUnited Term Loan
−Removed: On February 26, 2019, the Company entered into a Loan Agreement (the “Loan Agreement”) with BankUnited for (i) a revolving line of credit up to maximum amount of $ 2,000,000 (the “Revolving Line”), (ii) a term loan in the amount of up to $ 5,813,500 (“Term Loan”), and (iii) a non-revolving guidance line of credit up to a maximum amount of $ 10,000,000 (the “Guidance Line” and, together with the Revolving Line and Term Loan, the “BankUnited Loans”), as evidenced by promissory notes the Company executed in favor of BankUnited (the “BankUnited Notes”).
−Removed: Since then, we entered into several amendments to the Loan Agreement and pursuant to those amendments and the associated waivers of compliance with certain financial covenants, we have maintained our compliance with all financial and non-financial covenants under the Loan Agreement.
−Removed: The Guidance Line was terminated on May 6, 2019.
−Removed: The Revolving Line expired on February 26, 2022 and was not renewed.
−Removed: On May 9, 2023, the Company entered into the Fifth Amendment to the Loan Agreement dated February 26, 2019 (the “Fifth Amendment”).
−Removed: In accordance with the Fifth Amendment, the parties agreed to the following terms, among others:
−Removed: (i) BankUnited agreed to release its security interest in the collateral securing the BankUnited Loans other than a cash collateral account maintained at BankUnited in the amount of approximately $ 2,457,000 , with a portion of such cash collateral to be released on a quarterly basis equal to 110 % of the principal reductions effected during that quarter, and (ii) certain other requirements and restrictions of the Loan Agreement were removed, including, among others, financial covenants, restrictions on acquisitions, and limitations on other financing sources.
−Removed: The cash collateral is reflected as Restricted Cash in the accompanying balance sheet as of June 30, 2023.
−Removed: The Term Loan was paid in full in February 2024, the cash collateral was released, and the Company has no further obligations to BankUnited as of June 30, 2024.
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: Financing costs related to the BankUnited Loans were recorded as a discount on debt and are being amortized over the term.
−Removed: Amortization of approximately $ 59,000 for the year ended June 30, 2023 is included in interest expense.
−Removed: There was no amortization for the year ended June 30, 2024, as all costs were fully amortized in prior periods.
Future maturities of loans payable are as follows:
−Removed: Equipment Loans
Fiscal year ending:
2 unchanged sentences
June 30, 2028
−Removed: June 30, 2028
Total payments
+Added: Unamortized discount to fair value
+Added: Unamortized loan issuance costs
+Added: Loans payable
Less current portion
Non-current portion
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
Contingencies
4 unchanged sentences
The Company incurred various expenses associated with its investigation into these matters prior and subsequent to the termination of the employees and the associated legal proceedings.
−Removed: These expenses, which included legal, consulting and other transitional management fees, totaled $ 718,000 and $ 400,000 during the years ended June 30, 2021 and 2022, respectively.
−Removed: During the years ended June 30, 2024 and 2023, expenses incurred related to the legal proceedings were immaterial.
−Removed: In December 2023, the Company recovered approximately $ 190,000 in funds that had been recovered by the Chinese authorities, which is included in other income, net in the accompanying consolidated statements of comprehensive income (loss) for the year ended June 30, 2024.
+Added: In December 2023, the Company recovered approximately $ 0.2 million in funds that had been recovered by the Chinese authorities, which is included in other income, net in the accompanying consolidated statements of comprehensive income (loss) for the year ended June 30, 2024.
We do not expect to incur additional legal fees or consulting expenses in future periods as we have exhausted nearly all of our legal options and remedies.
−Removed: Knowing that employee transitions in international subsidiaries can lead to lengthy legal proceedings that can interrupt the subsidiary’s ability to operate, the Company chose to enter into severance agreements with certain of the employees at the time of termination.
−Removed: Pursuant to the severance agreements, LPOIZ and LPOI agreed to pay such employees severance of approximately $ 485,000 in the aggregate, to be paid over a six-month period.
−Removed: After the execution of the severance agreements, we discovered additional wrongdoing by the terminated employees.
−Removed: As a result, LPOIZ and LPOI did not immediately pay the severance payments and disputed the employees’ rights to such payments.
−Removed: However, based on the likelihood that the courts in China would determine that the Company’s subsidiaries would ultimately be obligated to pay these amounts, we accrued for these payments as of June 30, 2021.
−Removed: Such expenses were recorded as “Selling, general and administrative” expenses in the Consolidated Statement of Comprehensive Income (Loss) for the year ended June 30, 2021.
−Removed: As of June 30, 2022, approximately $ 430,000 remained accrued.
−Removed: The Chinese Labor Court subsequently ruled in favor of the former employees, as expected, and these severance payments were paid out during the first half of fiscal year 2023.
−Removed: The Company has transitioned the management of LPOI and LPOIZ to a new management team without any significant detrimental effects on the ability of those subsidiaries to operate.
−Removed: Management has not experienced any material adverse impact to the business operations of LPOI or LPOIZ as a result of the transition.
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
Potential Impact of Economic Conditions in China
4 unchanged sentences
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.
+Added: 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.
+Added: The initial restrictions imposed in July 2023 required all international customers to provide an end user statement for approval before receiving an export license.
+Added: Following that announcement, supply of Germanium was disrupted, though not completely stopped.
+Added: This also resulted in significant price increases in the cost of Germanium material.
+Added: Following these restrictions we had proactively canceled a number of customer orders for Germanium, to reduce our exposure in case of a supply disruption.
+Added: Then, in December 2024, China escalated trade tensions with the U.S.
+Added: by imposing more stringent export restrictions on critical minerals, including Germanium.
+Added: The Chinese Ministry of Commerce cited national security concerns as the rationale for these measures, which effectively banned shipments of these minerals to the U.S., and significantly limited shipments of those minerals for dual-use applications in many other countries.
+Added: 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.
+Added: 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.
+Added: Additionally, we are actively collaborating with our customers to ensure those redesigned systems are tested and qualified as replacements for legacy Germanium-based systems.
+Added: 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.
+Added: In other systems such as commercial systems and also some specific defense systems, this is a faster process, that takes several months.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
+Added: In February 2025, the U.S.
+Added: announced additional tariffs on goods imported from China, effective immediately, and China announced its intent to follow suit and implement additional tariffs on goods imported to China from the U.S.
+Added: We utilize a number of strategies to mitigate the current and, hopefully, future impact of tariffs.
+Added: However, given the uncertainty regarding the current tariffs, as well as the potential for additional trade actions by the U.S.
+Added: 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.
+Added: 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.
+Added: 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.
−Removed: This war has led to sanctions on Russia, which have had some impacts, though temporary, on our supply chain of raw materials.
+Added: 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.
−Removed: However, it is possible that this war will also have a negative impact on our business at some point as a result of the economic impact in Israel.
+Added: 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.
5 unchanged sentences
operation, where the functional currency is other than the U.S.
−Removed: dollar, are reflected as a separate component of equity, which was a cumulative gain of approximately $ 510,000 and $ 607,000 as of June 30, 2024 and 2023, respectively.
−Removed: During the years ended June 30, 2024 and 2023, we also recognized net foreign currency transaction gains of approximately $ 73,000 and losses of approximately $ 37,000 , respectively, included in the Consolidated Statements of Comprehensive Income (Loss) in the line item entitled “Other income, net.”
−Removed: Revenues from and long-lived assets located in foreign countries are as follows:
+Added: dollar, are reflected as a separate component of equity, which was a cumulative gain of approximately $ 1.0 million and $ 0.5 million as of June 30, 2025 and 2024, respectively.
+Added: During the years ended June 30, 2025 and 2024, we also recognized net foreign currency transaction losses of approximately $ 0.1 million and gains of approximately $ 0.1 million, respectively, included in the accompanying consolidated statements of comprehensive income (loss) in the line item entitled “Other income, net.”
+Added: Revenues from foreign countries for the fiscal years ended June 30, 205 and 2024 as follows:
Year Ended June 30,
United States
−Removed: Other European countries
Other Asian countries
Rest of world
−Removed: June 30, 2024
−Removed: June 30, 2023
+Added: Long-lived assets located in foreign countries as of June 30, 2025 and 2024 are as follows:
Long-lived assets:
2 unchanged sentences
Notes to Consolidated Financial Statements (continued)
+Added: Segment Reporting
+Added: The Company has one reportable operating segment, the optics segment that is managed on a consolidated basis.
+Added: 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.
+Added: Our Chief Operating Decision Maker (“CODM”) is the chief executive officer.
+Added: 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.
+Added: The types of products and services from which the optics segments derives its revenues is described in Note 4, Revenue.
+Added: The accounting policies of the optics segment are the same as those described in Note 2, Significant Accounting Policies , to these Consolidated Financial Statements.
+Added: The measure of segment assets is reported on the consolidated balance sheet as total assets.
+Added: See Note 4, Revenue for detail about revenue by product and service group, and Note 16, Foreign Operations, for geographic information.
+Added: See Note 18, Supplier and Customer Concentrations, for information about major customers.
+Added: 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.
+Added: The CODM monitors budget to actual results for revenue, gross profit, operating expenses and net loss on a consolidated basis.
+Added: The CODM reporting package includes non-operating items to reconcile to net income.
+Added: The following table represents the financial information regularly reviewed by the CODM, in addition to the Consolidated Financial Statements.
+Added: Interest expense is reported on consolidated statements of comprehensive income (loss) as interest expense, net;
+Added: depreciation and amortization expense, stock-based compensation expense, and total expenditures for long-lived assets are reported on the consolidated statement of cash flows.
+Added: Optics Segment
+Added: Year Ended June 30,
+Added: Cost of goods sold
+Added: Segment gross profit
+Added: Sales & marketing
+Added: General & administrative
+Added: New product development
+Added: Loss on disposal of equipment
+Added: Amortization of intangible assets
+Added: Change in fair value of acquisition liabilities
+Added: Interest expense, net
+Added: Other non-operating income (expense)(1)
+Added: Provision for income taxes
+Added: Segment net loss
+Added: ( 14,873,182 )
+Added: ( 8,007,346 )
+Added: Reconciliation of profit or loss
+Added: Adjustments and reconciling items
+Added: Consolidated net loss
+Added: $ ( 14,873,182 )
+Added: $ ( 8,007,346 )
+Added: (1) Other non-operating income (expense) includes loss on extinguishment of debt, change in fair value of warrant liability, and other income (expense), net, each of which is presented on the consolidated statements of comprehensive income (loss).
Supplier and Customer Concentrations
5 unchanged sentences
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.
−Removed: On July 4, 2023, China announced its intentions to impose some export restrictions on Germanium, requiring all international customers to provide an end user statement for approval before receiving an export license.
−Removed: Since that announcement, supply of Germanium has been disrupted, though not completely stopped.
−Removed: To date, the Company has mostly been able to purchase the Germanium that has been needed, however the availability, lead time and ability to receive export licenses varies between vendors.
−Removed: The Company has strategically reduced the level of Germanium-based orders that it accepts, and continues to work with its customers to design in alternative materials such as its BlackDiamond glasses.
+Added: 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.
+Added: LIGHTPATH TECHNOLOGIES, INC.
+Added: Notes to Consolidated Financial Statements (continued)
In fiscal year 2025, the Company had sales to three customers that comprised an aggregate of approximately 23 % of its annual revenue, and 28 % of its June 30, 2025 accounts receivable.
1 unchanged sentence
One of these customers comprised 18 % of accounts receivable, a second customer comprised 7 % of accounts receivable and a third customer comprised 3 % of the accounts receivable balance as of June 30, 2025.
+Added: It should be noted that one of those customers is a G5 Infrared customer, and does not reflect a full year of revenue and therefore has a higher concentration of accounts receivable than revenue.
In fiscal year 2024, the Company had sales to three customers that comprised an aggregate of approximately 25 % of its annual revenue, and 16 % of its June 30, 2024 accounts receivable.
4 unchanged sentences
In fiscal year 2024, 39 % of the Company’s net revenue was derived from sales outside of the U.S., with 94 % of foreign sales derived from customers in Europe and Asia.
−Removed: We generally rely on cash from operations and equity and debt offerings, to the extent available, to satisfy our liquidity needs and to maintain our ability to repay our debt.
−Removed: On February 16, 2022, we filed a shelf registration statement to facilitate the issuance of our Class A common stock, warrants exercisable for shares of our Class A common stock, and/or units up to an aggregate offering price of $ 75.8 million from time to time.
−Removed: In connection with the filing of the shelf registration statement, we also included a prospectus supplement relating to an at-the-market equity program under which we may issue and sell shares of our Class A common stock up to an aggregate offering price of $ 25.2 million from time to time, decreasing the aggregate offering price available under the shelf registration statement to $ 50.6 million.
−Removed: The shelf registration statement was declared effective by the SEC on March 1, 2022.
−Removed: During the year ended June 30, 2024, we issued 585,483 shares of our Class A common stock pursuant to the at-the-market equity program.
−Removed: On January 12, 2023, the Company entered into a securities purchase agreement (“Purchase Agreement”), pursuant to which the Company agreed to issue and sell in a public offering under the shelf registration statement an aggregate of 9,090,910 shares of the Company’s Class A common stock, par value $ 0.01 per share for a purchase price of $ 1.10 per share and filed a prospectus supplement with the SEC related thereto.
−Removed: The sale of shares pursuant to the Purchase Agreement closed on January 17, 2023, and resulted in net proceeds of approximately $9.2 million after payment of placement agent fees, and certain other costs and expenses of the offering .
−Removed: There are a number of factors that could result in the need to raise additional funds, including a decline in revenue or a lack of anticipated sales growth, increased material costs, increased labor costs, planned production efficiency improvements not being realized, increases in property, casualty, benefit and liability insurance premiums, and increases in other costs.
−Removed: In addition, we may identify opportunities for acquisitions and other strategic transactions to expand and further enhance our business that may require that we raise additional capital should we elect to pursue any of such transactions.
−Removed: LIGHTPATH TECHNOLOGIES, INC.
−Removed: Notes to Consolidated Financial Statements (continued)
−Removed: Subsequent Events
−Removed: Bridge Promissory Note
−Removed: On August 6, 2024, the Company entered into a bridge promissory note (the “Note”) with Lytton-Kambara Foundation (the “Lender”) pursuant to which the Lender extended a loan to the Company in the principal amount of $ 3,000,000 (the “Loan”).
−Removed: The Loan is subject to an original issue discount of 7 %.
−Removed: After deducting the original issue discount, fees paid to the Company’s placement agent, and certain expenses, the Company received net proceeds of $ 2,700,000 .
−Removed: The Loan bears interest at the rate of 12.5 % per annum and has a 1 -year term, maturing on August 6, 2025 (the “Maturity Date”), at which time the entire principal amount of the Loan and all accrued but unpaid interest is due and payable in full.
−Removed: The Company may prepay the principal outstanding under the Note at any time prior to the Maturity Date at 105% of the prepaid principal amount plus any unpaid accrued interest.
−Removed: Upon the consummation of a transaction resulting in a Change of Control (as defined in the Note) the Company is required to repay the holder of the Note in cash an amount equal to 105% of the outstanding principal balance of the Note plus unpaid accrued interest on the original principal .
−Removed: The Note contains customary representations, warranties and covenants for agreements of this type and provides for customary events of default, including among other things, failure to make payments when due, breaches of representations and warranties, and certain bankruptcy and insolvency events.
−Removed: Upon an event of default, the Note’s interest rate shall increase to 18% per annum and the Note holder may, at its option, accelerate the Note whereupon the entire principal amount thereof and all accrued but unpaid interest shall be due and payable in full.
−Removed: The foregoing descriptions of the Note do not purport to be complete and are qualified in their entirety by reference to the Note, a copy of which is filed as an Exhibit to this Annual Report on Form 10-K and is incorporated herein by reference.
+Added: Subsequent Event
+Added: On September 15, 2025, the Company entered into a Securities Purchase Agreement (the “Private Placement SPA”) with Unusual Machines, Inc., a Nevada corporation (“Unusual Machines”), and Ondas Holdings Inc., a Nevada corporation (“Ondas,” together with Unusual Machines, the “Private Placement Buyers”), pursuant to which the Private Placement Buyers agreed to purchase from the Company an aggregate of 1,600,000 shares of Class A Common Stock (the “Private Placement Securities”) at a purchase price of $ 5.00 per share (the “Private Placement”).
+Added: The Private Placement closed on September 16, 2025 and the Company received aggregate proceeds from the Private Placement of $ 8.0 million, before deducting estimated offering expenses of $ 0.1 million payable by the Company.
+Added: The Company will use the proceeds from the Private Placement to fund for working capital and other general corporate purposes.
+Added: The Private Placement SPA contains customary representations, warranties, covenants, conditions and indemnification obligations of the parties.
End of Consolidated Financial Statements
1 unchanged sentence
LIGHTPATH TECHNOLOGIES, INC.
−Removed: September 19, 2024
+Added: September 25, 2025 By:
/s/ SHMUEL RUBIN
5 unchanged sentences
September 25, 2025
−Removed: President & Chief Executive Officer (Principal Executive Officer)
+Added: President & Chief Executive Officer
+Added: (Principal Executive Officer)
Albert Miranda
Chief Financial Officer
−Removed: (Principal Financial Officer)
+Added: (Principal Financial and
+Added: Accounting Officer)
September 25, 2025
−Removed: /s/ JOSEPH MENAKER
+Added: /s/ THOMAS ELLIS
September 25, 2025
Director (Chairman of the Board)
−Removed: Joseph Menaker
ERIC CREVISTON
September 25, 2025
−Removed: /s/ DARCIE PECK
+Added: /s/ JOSEPH MENAKER
September 25, 2025
Eric Creviston
+Added: Joseph Menaker
/s/ KIMBERLY CRIDER
September 25, 2025
+Added: /s/ DARCIE PECK
+Added: September 25, 2025
Kimberly Crider
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.