CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Quarterly Report”) may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or other comparable terminology. These forward-looking statements include, without limitation, statements regarding:

 

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our intentions regarding the use of our earnings generated by our subsidiaries;

 

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our belief that our acquisitions will align with our overall strategy;

 

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our expectations regarding market growth potential and market conditions, including in international markets;

 

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our belief that our product groups are aligned with our strategic direction, as well as our ability to focus on higher margin products;

 

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our ability to remain competitive through differentiating technology;

 

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the impact of trade actions on our operations and financial condition;

 

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our ability to successfully create a sustainable annuity revenue stream;

 

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our expectation that our existing contracts will be renewed in future quarters;

 

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our expectations regarding the performance and demand of our products;

 

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our anticipated timing for our ability to deliver hardware during fiscal 2026; and

 

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any other statements regarding our plans, opinions, expectations, beliefs, objectives, assumptions or projections regarding future events or future results and underlying assumptions and other statements, which are not statements of historical facts.

 

These forward-looking statements are based largely on our current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. These statements are subject to many risks, uncertainties, and other important factors that could cause actual future results to differ materially from those expressed in the forward-looking statements including, but not limited to, the impact of tariffs and other governmental trade restrictions, our ability to obtain needed raw materials and components from our suppliers; general economic uncertainty in key global markets and a worsening of global economic conditions or low levels of economic growth; geopolitical tensions, the Russian-Ukraine conflict, and the Hamas/Israel war; the effects of steps that we could take to reduce operating costs; rising inflation and increased interest rates, which diminish capital market cash flow and borrowing power; our inability to sustain profitable sales growth, convert inventory to cash, or reduce our costs to maintain competitive prices for our products; circumstances or developments that may make us unable to implement or realize the anticipated benefits, or that may increase the costs, of our current and planned business initiatives; and those factors detailed by us in our public filings with the Securities and Exchange Commission (the “SEC”), including in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended June 30, 2025. In light of these risks and uncertainties, all of the forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized. We undertake no obligation to update or revise any of the forward-looking statements contained herein.

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

LIGHTPATH TECHNOLOGIES, INC.

Condensed Consolidated Balance Sheets

(unaudited)

 

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 

 

LIGHTPATH TECHNOLOGIES, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(unaudited)

 

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 

 

LIGHTPATH TECHNOLOGIES, INC.

Condensed Consolidated Statements of Changes in Stockholders' Equity

(unaudited)

 

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 

 

LIGHTPATH TECHNOLOGIES, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 

 

LIGHTPATH TECHNOLOGIES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

 

1. Basis of Presentation

 

References in this document to the “Company,” “LightPath,” “we,” “us,” or “our” are intended to mean LightPath Technologies, Inc., individually, or as the context requires, collectively with its subsidiaries on a consolidated basis.

 

These unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the requirements of Article 8 of Regulation S-X promulgated under the Exchange Act and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). These unaudited Condensed Consolidated Financial Statements should be read in conjunction with our Consolidated Financial Statements and related notes, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC. Unless otherwise stated, references to particular years or quarters refer to our fiscal years ended June 30 and the associated quarters of those fiscal years.

 

These Condensed Consolidated Financial Statements are unaudited, but include all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly our financial position, results of operations and cash flows for the interim periods presented. The Condensed Consolidated Balance Sheet as of June 30, 2025 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles for complete financial statements. Results of operations for interim periods are not necessarily indicative of the results that may be expected for the year as a whole. The unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

  

2. Significant Accounting Policies

 

Our significant accounting policies are provided in Note 2, Summary of Significant Accounting Policies, in the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. There have been no material changes to our significant accounting policies during the nine months ended March 31, 2026, from those disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

 

Use of Estimates

 

Management makes estimates and assumptions during the preparation of our unaudited Condensed Consolidated Financial Statements that affect amounts reported in the unaudited Condensed Consolidated Financial Statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes available, which, in turn, could impact the amounts reported and disclosed herein.

 

Fair Value of Financial Instruments

 

We account for financial instruments in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), which provides a framework for measuring fair value and disclosure requirements for fair value measurements of assets and liabilities. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable.

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

 

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Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management.

 

We valued certain financial instruments issued in connection with the acquisition of G5 Infrared (as defined below) using Level 3 fair value measurements, including warrants, Series G Convertible Preferred Stock (as defined below) and the Acquisition Notes (as defined below).

 

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. See Note 4, Acquisition of G5 Infrared, to these unaudited Condensed Consolidated Financial Statements for additional information.

 

Other than as disclosed above, the Company does not have any other financial or non-financial assets or liabilities that would be characterized as Level 1, Level 2 or Level 3 instruments.

3. Acquisition of Amorphous Materials

 

On January 20, 2026, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, Amorphous Materials, LLC (“AML”), a Delaware limited liability company and wholly-owned subsidiary of the Company (“Buyer”), Amorphous Materials, Inc., a Texas corporation (“Seller”) and other parties thereto, pursuant to which, subject to the terms and conditions set forth in the Asset Purchase Agreement, Buyer agreed to acquire substantially all of the assets (collectively, the “Assets”) and assume and acquire certain of the rights and liabilities of Seller (collectively, the “Liabilities” and such acquisition of Assets and assumption of the Liabilities together, the “Transaction”) relating to Seller’s business of compounding and melting a broad range of Chalcogenide glasses for third-party manufacturers. The Transaction closed on January 21, 2026 (the "AML Acquisition Date").

 

Aggregate consideration payable by the Company to Seller under the Asset Purchase Agreement in connection with the Transaction will not exceed $10.0 million and consists of (i) a cash payment of $7.0 million that was paid at closing (the “Cash Consideration”) and (ii) contingent consideration that will not exceed $3.0 million (the “Contingent Consideration”). The Contingent Consideration, if earned, is payable in shares of the Company's Class A common stock, $0.01 par value, ("Common Stock"), to be issued in up to six tranches of $500,000 each divided by the LPTH Stock Price (as calculated pursuant to the Asset Purchase Agreement) upon the achievement of certain milestones set forth in the Asset Purchase Agreement (each, a "Contingent Consideration  Payment").

 

We accounted for the acquisition of AML using the acquisition method of accounting, which required us to measure identifiable assets acquired and liabilities assumed in the acquiree at their fair values as of the AML Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill. We are in the process of obtaining third-party valuations of certain intangible assets; thus, the provisional measurements of intangible assets, goodwill and deferred income tax assets are subject to change.

 

As of January 20, 2026, Seller satisfied the first milestone contemplated by the Contingent Consideration Payments and received an aggregate of 39,897 shares of Common Stock (or approximately $544,000 at fair value, determined by multiplying the number of shares issued by the fair value of the Common Stock on the AML Acquisition Date). On March 10, 2026, following the achievement of the second milestone, an additional 43,621 shares of Common Stock were issued (or approximately $482,000 at fair value as of the issuance date). The remaining estimated potential earnout has been accrued based on a preliminary third-party valuation and is included in Accrued liabilities the accompanying unaudited Condensed Consolidated Balance Sheet as of March 31, 2026.

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

 

		January 21,
Description		2026
Cash consideration		$	7,000,111
Net working capital adjustment			(157,394	)
Equity portion of consideration			544,195
Earnout portion of consideration			1,780,000
Selling expense at closing			2,000
Fair value of consideration transferred		$	9,168,912

 

The following table summarizes the preliminary allocation of the fair value of consideration transferred to assets acquired and liabilities assumed as of the AML Acquisition Date:

 

		Preliminary as of
		March 31,
Description		2026
Assets:
Accounts receivable		$	155,324
Inventory			455,399
Property and equipment			182,050
Goodwill			5,561,256
Other intangible assets			2,980,000
Total assets acquired		$	9,334,029
Liabilities:
Accounts payable			27,994
Accrued liabilities			97,134
Operating lease liabilities, current			39,989
Total liabilities assumed		$	165,117
Net assets acquired		$	9,168,912

 

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Intangible assets – All intangible assets acquired in the acquisition of AML are subject to amortization. The fair value of identifiable intangible assets acquired as of the AML Acquisition Date is as follows:

 

						Useful Lives
Intangible Asset		Total				(Years)
Backlog		$	90,000				1
Know-how			930,000				10
Tradename			390,000				10
Customer relationships			1,570,000				10
Total		$	2,980,000

 

Goodwill – The $5.6 million of goodwill recognized is attributable to AML’s assembled workforce and expected synergies related to the expansion of our infrared glass portfolio and manufacturing capabilities. The acquired goodwill is expected to be deductible for Federal income tax purposes. See Note 9, Goodwill and Intangible Assets, in these Notes to these unaudited Condensed Consolidated Financial Statements for further information.

 

The Company’s unaudited Condensed Consolidated Financial Statements reflect the financial results of AML beginning on the AML Acquisition Date. Revenue generated by AML from the AML Acquisition date through March 31, 2026 is approximately $1.0 million and is included in our infrared components product group, with net income of approximately $0.3 million.

 

For the three and nine months ended March 31, 2026, we incurred approximately $0.1 million and $0.2 million in acquisition costs which are included in the unaudited Consolidated Statements of Comprehensive Income in the line item entitled “Selling, general and administrative.”

 

See Note 4, Acquisition of G5 Infrared, in these Notes to these unaudited Condensed Consolidated Financial Statements for unaudited consolidated pro forma information.

 

4. Acquisition of G5 Infrared

 

In February 2025, the Company acquired G5 Infrared LLC, a New Hampshire limited liability company (“G5 Infrared”), pursuant to a Membership Interest Purchase Agreement (the “G5 MIPA”) by and among the Company, G5 Infrared, the members of G5 Infrared (collectively, the “G5 Sellers”), and Kenneth R. Greenslade, solely in his capacity as G5 Sellers’ Representative. The Company has acquired from the G5 Sellers all of the issued and outstanding membership interests of G5 Infrared, which closed on February 18, 2025 (the “G5 Acquisition Date”).

 

Net assets and results of operations of G5 Infrared are reflected in our financial results commencing on the G5 Acquisition Date. Revenue generated by G5 Infrared is included in our infrared components and assemblies and modules product groups.

 

We accounted for the acquisition of G5 Infrared using the acquisition method of accounting, which required us to measure identifiable assets acquired and liabilities assumed in the acquiree at their fair values as of the G5 Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill.

 

The fair value of the aggregate consideration was approximately $27.1 million which consisted of (i) $20.3 million in cash, (ii) 1,972,501 shares of the Common Stock (at a value of $2.47 per share, which was the closing price on the G5 Acquisition Date), and (iii) potential earnout consideration paid annually in fiscal years 2026 and 2027 subject to achievement of certain revenue and EBITDA targets set forth in the G5 MIPA. As of the G5 Acquisition Date, the fair value of consideration transferred consisted of the following:

 

		February 18,
Description		2025
Cash consideration		$	20,250,000
Net working capital adjustment			(423,871	)
Equity portion of consideration			4,872,066
Earnout portion of consideration			3,536,471
Revenue clawback			(1,104,471	)
Fair value of consideration transferred		$	27,130,195

 

The fair value of the equity portion of the consideration was determined by multiplying the number of shares issued, 1,972,501, by the fair value of the Common Stock on the G5 Acquisition Date, which was $2.47. The initial cash consideration at closing was subject to a net working capital adjustment, which was settled in June 2025. The G5 MIPA also included a provision for a clawback amount if G5 Infrared’s actual revenue for the 2024 calendar year was less than $17.3 million. This clawback amount was settled in June 2025 and is reflected in the determination of the purchase price.

 

Earnout payments of an aggregate of up to $23.0 million of additional consideration may be paid annually in fiscal years 2026 and 2027 subject to achievement of certain minimum EBITDA and revenue targets for the one and two-year periods beginning on the first full calendar month commencing after the G5 Acquisition Date, as set forth in the G5 MIPA. If the targets are achieved during the respective periods, LightPath will (i) issue an aggregate number of shares Common Stock equal to 30% of the earnout payment divided by the average close price for the ten trading days immediately prior to the first anniversary of the earnout commencement date, as defined in the G5 MIPA, and (ii) pay additional cash consideration in an amount equal to 70% of the earnout payment, in each case to the former G5 Infrared members. The earnout is considered contingent consideration and is accounted for as a liability initially measured at fair value, with changes during each reporting period recognized in earnings. The portion of the earnout that will be settled in stock will also be accounted for as a liability since the achievement of targets adjusts the number of shares to be issued at settlement based on a variable other than the Company’s Common Stock, and therefore it does not meet the criteria in ASC 480, Distinguishing Liabilities from Equity. The fair value of the earnout in the accompanying unaudited Condensed Consolidated Balance Sheet is calculated using a Monte Carlo valuation method, which involves assumptions of revenue and EBITDA forecasts, discount rates and revenue volatility. Significant increases or decreases in any of those assumptions in isolation could result in a significantly higher or lower fair value measurement. The earnout liability is subject to fair value measurement each reporting period. During the quarter ended March 31, 2026, the first earnout period ended and based on the targets achieved, the first earnout payment was made to the G5 Sellers for $7.3 million in cash and $3.2 million in shares of Common Stock (297,445 shares). As of March 31, 2026, the remaining earnout liability was increased to $6.7 million, resulting in a total charge of $12.2 million since  June 30, 2025, which is included in the “Change in fair value of acquisition liabilities” in the accompanying unaudited Condensed Consolidated Statement of Comprehensive Income (Loss). Subsequently, on April 16, 2026, we executed a side letter agreement with the G5 Sellers which set the year two earnout payment amount and accelerated the payment timeline. Pursuant to the agreement, the earnout amount will be $9 million, comprised of $6.3 million in cash and $2.7 million in shares of Common Stock, to be paid after January 1, 2027 and on or before January 15, 2027.

 

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The following table summarizes the preliminary allocation of the fair value of consideration transferred to assets acquired and liabilities assumed as of the G5 Acquisition Date and the adjustments recognized during the measurement period:

 

						Measurement
		Preliminary as of				Period				Final as of
		March 31,				Adjustments				June 30,
Description		2025				Net				2025
Assets:
Accounts receivable		$	1,897,098			$	—			$	1,897,098
Inventory			5,065,451				—				5,065,451
Prepaid expenses and other current assets			363,413				—				363,413
Property and equipment			1,542,707				—				1,542,707
Operating lease right-of-use asset			463,985				—				463,985
Goodwill			2,977,344				4,012,450				6,989,794
Other intangible assets			19,295,000				(5,543,000	)			13,752,000
Other assets			21,748				—				21,748
Total assets acquired		$	31,626,746			$	(1,530,550	)		$	30,096,196
Liabilities:
Accounts payable			1,981,164				—				1,981,164
Accrued liabilities			336,263				—				336,263
Operating lease liabilities, current			268,972				—				268,972
Deferred tax liabilities, noncurrent			1,174,650				(1,037,668	)			136,982
Operating lease liabilities, noncurrent			242,620				—				242,620
Total liabilities assumed		$	4,003,669			$	(1,037,668	)		$	2,966,001
Net assets acquired		$	27,623,077			$	(492,882	)		$	27,130,195

 

Measurement period adjustments include fair value adjustments during the fiscal quarter ended June 30, 2025, primarily related to refined assumptions in the valuation of the earnout consideration, and intangible assets such as backlog, customer relationships and know-how intangible assets. Deferred tax liabilities were adjusted for the revised intangible asset values, and for the refined tax rate apportionment calculation. The net impact of the aforementioned adjustments resulted in an increase to goodwill. There have been no further adjustments since June 30, 2025.

 

Intangible assets – All intangible assets acquired in the acquisition of G5 Infrared are subject to amortization. The fair value of identifiable intangible assets acquired as of the G5 Acquisition Date is as follows:

 

						Useful Lives
Intangible Asset		Total				(Years)
Backlog		$	361,000				1
Know-how			4,801,000				10
Tradename			3,450,000				15
Customer relationships			5,140,000				15
Total		$	13,752,000

 

The fair value of intangible assets is estimated using the multi-period excess earnings approach for acquired customer relationships and the relief from royalty method for the acquired trade names and know-how. All of these Level 3 fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, revenue forecasts, useful lives, royalty rates related to the trade names and know-how intangible assets, and profitability assumptions related to customer relationships. The acquired intangible assets are not expected to be deductible for New Hampshire state income tax purposes, which resulted in a deferred tax liability of $0.1 million.

 

Goodwill – The $7.0 million of goodwill recognized is attributable to G5 Infrared’s market presence, the assembled workforce and established operating infrastructure. The acquired goodwill is expected to be deductible for Federal income tax purposes. See Note 9, Goodwill and Intangible Assets, in these Notes to these unaudited Condensed Consolidated Financial Statements for further information.

 

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Acquisition Financing

 

In conjunction with the financing of the acquisition of G5 Infrared, the Company designated a new series of preferred stock, “Series G Convertible Preferred Stock”, which is convertible into shares of Common Stock. Concurrent with the entry into the G5 MIPA on February 13, 2025, we entered into (i) a Securities Purchase Agreement (the “Securities Purchase Agreement”) by and among the Company and North Run Capital, AIGH Investment Partners, LP, WVP Emerging Manager Offshore Fund LLC, the Lytton-Kambara Foundation and Alice W. Lytton Family LLC (collectively, the “Series G Purchasers”), (ii) a Class A Common Securities Purchase Agreement by and between the Company and Lytton-Kambara Foundation (the “Class A Purchaser”), and (iii) two senior secured promissory notes in an aggregate principal amount of $5.2 million (the “Acquisition Notes”)(see Note 14, Loans Payable) for total proceeds of approximately $32.2 million, inclusive of the conversion of the bridge promissory note (the “Bridge Note”) (see Note 14, Loans Payable), and before deducting offering expenses of $2.2 million incurred by the Company, which was used to fund, in part, the cash consideration payable in connection with the acquisition of G5 Infrared. Pursuant to the Securities Purchase Agreement, the Series G Purchasers purchased from the Company (i) an aggregate of approximately 24,956 shares of Series G Convertible Preferred Stock, (ii) warrants to purchase an aggregate of 4,352,774 shares of Common Stock, with an exercise price of $2.58 per share (the “Series G Purchasers Warrants”), and (iii) the Acquisition Notes, which were convertible into shares of Series G Convertible Preferred Stock limited to failure to achieve a certain EBITDA threshold. The Securities Purchase Agreement closed on February 18, 2025. As discussed further in Note 14, Loans Payable, each of the Acquisition Notes and the Bridge Note were paid in full as of December 31, 2025.

 

Each share of Series G Convertible Preferred Stock has an initial stated value of $1,000.00 per share, and bears dividends at a per annum rate of 6.5%. With respect to dividends, distributions and payments upon liquidation, dissolution or winding up of the Company, the Series G Convertible Preferred Stock ranks senior to all classes of the Common Stock, unless the Lead Investor (as defined in the Securities Purchase Agreement) consents to the creation of parity or senior securities. Each holder may convert shares of Series G Convertible Preferred Stock into shares of Common Stock at a conversion rate equal to the conversion amount divided by the conversion price. The initial conversion price is $2.15 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions and similar events as provided in the Certificate of Designation. Based on an analysis of the Series G Convertible Preferred Stock, it was concluded that they are more akin to an equity-type instrument. Economic characteristics and risks of an equity-linked conversion option are clearly and closely related to an equity-type host; thus, the conversion option embedded in the Series G Convertible Preferred Stock do not require bifurcation or liability classification under ASC 815, Derivatives and Hedging. It also does not meet the definition of being mandatorily redeemable under ASC 480-10-20 because it does not embody an unconditional obligation to redeem the instrument. The Series G Convertible Preferred Stock is redeemable at the option of the holder after the 5 year Guaranteed Term, thus, it should be classified as mezzanine equity, outside of permanent equity. The Series G Convertible Preferred was valued using a Binomial Lattice Model which considers the ability of the investor to convert the instrument into Common Stock at any time, and for the Company's call option and the investor's put option which are available after 5 years. The model incorporates transaction details such as stock price, contractual conversion price, dividend yield, discount rates, expected volatility, market credit spread, estimated yield and investor exercise behavior. The 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.

 

Unaudited supplemental pro forma information

 

The following table presents unaudited pro forma financial results of the operations acquired with G5 Infrared and AML. The pro forma results include adjustments to remove costs directly attributable to the acquisition, such as transaction-related costs and the loss on extinguishment of debt (as described in Note 14, Loans Payable, to these Consolidated Financial Statements). The pro forma results were prepared as if the acquisition of G5 Infrared was completed on the first day of our fiscal 2024, July 1, 2023, and as if the acquisition of AML was completed on the first day of our fiscal year 2025, July 1, 2024. The pro forma results do not include any integration synergies and are not necessarily indicative of our results of operations that actually would have been obtained had the acquisitions of G5 Infrared and AML been completed for the periods presented, or which may be realized in the future.

 

		Three Months Ended March 31,								Nine Months Ended March 31,
		2026				2025				2026				2025
Revenue		$	19,186,814			$	11,277,802			$	52,117,840			$	39,261,202
Loss before income taxes		$	(3,788,897	)		$	(3,103,705	)		$	(15,630,482	)		$	(5,869,058	)

 

5. Acquisition of Visimid Technologies

 

In July 2023, the Company acquired Liebert Consulting LLC, dba Visimid Technologies (“Visimid”), pursuant to a Membership Interest Purchase Agreement dated as of July 25, 2023 (the “Visimid Acquisition Date”).

 

The Company’s unaudited Condensed Consolidated Financial Statements reflect the financial results of Visimid beginning on the Visimid Acquisition Date. The purchase price included $1.0 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 remaining balance issued in four equal installments of $350,000 each, on January 1, 2024, July 1, 2024, January 1, 2025 and July 1, 2025. The number of shares was based on the average closing price of the Common Stock, as reported by Bloomberg, for the five trading days prior to each stock issuance. For the January 1, 2024 installment, 267,176 shares were issued; for the July 1, 2024 installment, 279,553 shares were issued; for the January 1, 2025 installment, 102,700 shares were issued; and for the July 1, 2025 installment, 112,323 shares were issued, which was the final equity installment.

 

The total purchase price, net of cash acquired and including the estimated potential earnout, is approximately $2.7 million, based on present values as of the Visimid Acquisition Date. Of this amount, $600,000 was paid at closing, cash installments of $150,000, $125,000 and $125,000 were paid in October 2023, January 2024 and September 2024, respectively, per the terms of the purchase agreement. The balance of the estimated potential earnout was accrued and is included in Accrued liabilities in the unaudited Condensed Consolidated Balance Sheet as of March 31, 2026.

 

 

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6. Revenue

 

Product Revenue

 

We are a manufacturer of infrared imaging cameras, optical assemblies, optical components and infrared materials. Optical components include precision molded glass aspheric optics, molded and diamond-turned infrared aspheric lenses, and other optical elements produced using other fabrication techniques. We design, develop, manufacture, and distribute optical systems, assemblies and components utilizing advanced optical manufacturing processes, multidisciplinary engineering and manufacturing technologies, and assembly and integration services. We also provide engineering services and perform research and development for optical solutions for a wide range of optics markets.

 

Revenue Recognition

 

Revenue is generally recognized upon transfer of control, including the risks and rewards of ownership, of products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We generally bear all costs, risk of loss, or damage and retain title to the goods up to the point of transfer of control of products to customers. Shipping and handling costs are included in the cost of goods sold. We present revenue net of sales taxes and any similar assessments.

 

Customary payment terms are granted to customers, based on credit evaluations. We currently do not have any contracts where revenue is recognized, but the customer payment is contingent on a future event. We record deferred revenue when cash payments are received or due in advance of revenue recognition. Deferred revenue was $1.2 million and $0.5 million as of March 31, 2026 and June 30, 2025, respectively, and is included in accrued liabilities in the unaudited Condensed Consolidated Balance Sheets. The balance of deferred revenue as of June 30, 2025 was recognized during the fiscal quarter ended September 30, 2025.

 

Nature of Products

 

Revenue from the sale of infrared cameras, optical components and assemblies is recognized upon transfer of control, including the risks and rewards of ownership, to the customer. The performance obligations for the sale of optical components and assemblies are satisfied at a point in time, generally upon shipment. Product development agreements for engineering services are generally short-term in nature, with revenue recognized upon satisfaction of the performance obligation, and transfer of control of the agreed-upon deliverable. Visimid has one longer-term order with a defense customer which includes both product development and hardware deliverables where similar revenue recognition criteria are applied.

 

We categorize our products into four product groups: infrared components, visible components, assemblies and modules, and engineering services.

 

Revenue by product group for the three and nine months ended March 31, 2026 and 2025 was as follows:

 

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2026				2025				2026				2025
Infrared components		$	6,147,583			$	3,640,517			$	15,423,577			$	9,363,477
Visible components			3,971,593				2,838,346				11,254,273				8,901,076
Assemblies and modules			8,434,403				1,852,482				21,504,936				3,803,364
Engineering services			596,235				836,282				2,376,961				2,924,920
Total revenue		$	19,149,814			$	9,167,627			$	50,559,747			$	24,992,837

 

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7. Inventories

 

The components of inventories include the following:

 

		March 31,				June 30,
		2026				2025
Raw materials		$	7,152,348			$	4,507,764
Work in process			6,088,970				7,321,779
Finished goods			2,468,766				3,053,726
Allowance for obsolescence			(2,365,379	)			(2,024,431	)
Total inventories, net		$	13,344,705			$	12,858,838

 

During the nine months ended March 31, 2026 and 2025, the Company evaluated all allowed items and disposed of approximately $0.2 million and $0.1 million, respectively, of inventory items and wrote them off against the allowance for obsolescence.

 

The value of tooling in raw materials, net of the related allowance for obsolescence, was approximately $0.8 million and $1.1 million as of March 31, 2026 and June 30, 2025, respectively.

  

8. Property and Equipment

 

Property and equipment are summarized as follows:

 

		Estimated Lives				March 31,				June 30,
		(Years)				2026				2025
Manufacturing equipment			5 - 10			$	25,861,656			$	24,257,063
Computer equipment and software			3 - 5				1,519,200				1,449,494
Furniture and fixtures			5				447,963				398,800
Leasehold improvements			5 - 10				9,733,615				9,411,482
Construction in progress							1,863,472				1,536,968
Total property and equipment							39,425,906				37,053,807
Less accumulated depreciation and amortization							(23,597,667	)			(21,189,746	)
Total property and equipment, net						$	15,828,239			$	15,864,061

 

Depreciation expense was $0.8 million and $0.7 million for the three-month periods ended March 31, 2026 and 2025, respectively, and $2.3 million and $1.9 million for the nine-month periods ended March 31, 2026 and 2025, respectively.

 

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9. Goodwill and Intangible Assets

 

The increase in goodwill of $5.6 million during the nine months ended March 31, 2026 was due to the acquisition of AML.  The Company is in the process of obtaining third-party valuations of certain intangible assets; thus, the provisional measurement of goodwill and intangible assets are subject to change. See Note 3, Acquisition of Amorphous Materials, to these unaudited Condensed 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.

 

Amortizable intangible assets were comprised of:

 

		Useful Lives				March 31,				June 30,
		(Years)				2026				2025
Customer relationships			10 - 15			$	10,422,300			$	8,852,300
Know-how			8 - 10				9,928,304				8,998,304
Tradenames			8 - 15				8,096,418				7,706,418
Backlog			1				914,525				824,525
Total intangible assets							29,361,547				26,381,547
Less accumulated amortization							(11,771,919	)			(10,393,624	)
Total intangible assets, net						$	17,589,628			$	15,987,923

 

Future amortization of intangible assets is as follows:

 

Fiscal year ending:
June 30, 2026 (remaining three months)		$	455,026
June 30, 2027			1,780,543
June 30, 2028			1,730,103
June 30, 2029			1,730,103
June 30, 2030			1,730,103
After June 30, 2030			10,163,750
		$	17,589,628

  

10. Income Taxes

 

A summary of our total income tax expense and effective income tax rate for the three and nine months ended March 31, 2026 and 2025 is as follows:

 

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2026				2025				2026				2025
Loss before income taxes		$	(4,014,897	)		$	(3,482,429	)		$	(16,201,482	)		$	(7,657,010	)
Income tax provision		$	91,390			$	100,031			$	203,216			$	160,192
Effective income tax rate			-2	%			-3	%			-1	%			-2	%

 

The difference between our effective tax rates in the periods presented above and the federal statutory rate is due to the mix of taxable income and losses generated in our various tax jurisdictions, which include the United States (the “U.S.”), the People’s Republic of China, and the Republic of Latvia. For the three and nine months ended March 31, 2026 and 2025, income tax expense was primarily related to income taxes from our operations in China and Chinese withholding taxes on payments from our wholly-owned subsidiary, LightPath Optical Instrumentation (Zhenjiang) Co., Ltd. (“LPOIZ”), to LightPath for administrative services rendered.

 

We record net deferred tax assets to the extent we believe it is more likely than not that some portion or all of these assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of  March 31, 2026 and June 30, 2025, our net deferred tax assets are related to the U.S. jurisdiction and we have provided a valuation allowance to reduce the deferred tax assets to the net amount we estimate is more-likely-than-not to be realized. Our net deferred tax assets as of March 31, 2026 and June 30, 2025 consist primarily of federal and state tax credits with indefinite carryover periods. The net deferred tax liabilities as of March 31, 2026 and June 30, 2025 are related to LPOIZ, primarily resulting from timing differences related to accelerated depreciation on fixed assets.

 

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U.S. Federal and State Income Taxes

 

Our U.S. federal and state statutory income tax rate is estimated to be 25.5%. Based on our current assessment of the valuation allowance position on our net deferred tax assets, no additional tax expense or benefit is expected to be recorded on pre-tax income or losses generated in the U.S.

 

On July 4, 2025, the One Big Beautiful Bill Act was enacted (“OBBBA”), introducing significant and wide-ranging changes to the U.S. federal tax system. Significant components include restoration of 100% accelerated tax depreciation on qualifying property including expansion to cover qualified production property. Another major aspect includes 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 $31.0 million or accelerated tax deductions of R&E that was previously capitalized for larger businesses. The legislation also reinstates EBITDA-based interest deductions for tax purposes and makes several business tax incentives permanent. Less favorable business provisions include limitations on tax deductions for charitable contributions.

 

The Company continues to assess the potential impact of this legislation on its future financial position, results of operations, and cash flows. In accordance with GAAP, the effects will be recognized in the period of enactment. While we do not currently anticipate that the provisions of OBBBA will have a material impact, we are currently evaluating any such impacts on a go-forward basis.

 

Income Tax Law of the People’s Republic of China

 

Our Chinese subsidiary, LPOIZ, is governed by the Income Tax Law of the People’s Republic of China. As of March 31, 2026, LPOIZ was subject to a statutory income tax rate of 15%. The net deferred tax liabilities included in these unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and June 30, 2025 are related to LPOIZ, primarily related to timing differences related to accelerated depreciation on fixed assets.

 

The Company routinely declares intercompany dividends to remit a portion of the earnings of its foreign subsidiaries to the U.S. parent company. The Company also intends to reinvest a portion of the earnings generated by its foreign subsidiaries. The Company accrues withholding taxes on the portion of LPOIZ’s earnings that it intends to repatriate. Accrued and unpaid withholding taxes were approximately $32,000 as of both March 31, 2026 and June 30, 2025. Other than these withholding taxes, these intercompany dividends have no impact on the unaudited Condensed Consolidated Financial Statements.

 

Law of Corporate Income Tax of Latvia

 

Our Latvian subsidiary, ISP Optics Latvia, SIA (“ISP Latvia”), is governed by the Law of Corporate Income Tax of Latvia. Effective January 1, 2018, the Republic of Latvia enacted tax reform with the following key provisions: (i) corporations are not subject to income tax, but are instead subject to a distribution tax on distributed profits (or deemed distributions, as defined) and (ii) the rate of tax was changed to 20%; however, distribution amounts are first divided by 0.8 to arrive at the profit before tax amount, resulting in an effective tax rate of 25%. As a transitional measure, distributions of earnings prior to January 1, 2018 were not subject to tax if declared prior to December 31, 2019. ISP Latvia declared an intercompany dividend to be paid to ISP Optics Corporation (“ISP”), its U.S. parent company, for the full amount of earnings accumulated prior to January 1, 2018. Distributions of this dividend have been fully settled and we currently do not intend to distribute any earnings generated after January 1, 2018. If, in the future, we change such intention, we will accrue distribution taxes, if any, as profits are generated.

 

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11. Stock-Based Compensation

 

Our directors, officers, and key employees are granted stock-based compensation through our 2002 Amended and Restated Omnibus Incentive Plan, as amended (the “2002 Omnibus Plan”), through October 2018 and after that date, through our 2018 Stock and Incentive Compensation Plan (the “2018 SICP”). Such stock-based compensation may include, among other things, incentive stock options, non-qualified stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). The 2018 SICP is administered by the Compensation Committee of the Board of Directors. To date, our stockholders approved an aggregate of 13,715,625 shares of our Common Stock for issuance pursuant to awards granted under the 2002 Omnibus Plan or SICP. As of March 31, 2026, 2,632,750 shares of Common Stock were authorized and available for issuance pursuant to awards granted under the 2018 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.

 

Stock-based compensation expense is based primarily on the fair value of the award as of the grant date and is recognized as an expense over the requisite service period.

 

The following table shows total stock-based compensation expense for the three and nine months ended March 31, 2026 and 2025, the majority of which is included in selling, general and administrative (“SG&A”) expenses in these unaudited Condensed Consolidated Statements of Comprehensive Income (Loss):

 

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2026				2025				2026				2025
Stock options		$	207,136			$	10,574			$	306,895			$	32,192
RSAs			157,056				138,781				302,900				304,999
RSUs			198,774				89,779				651,782				407,964
Total		$	562,966			$	239,134			$	1,261,577			$	745,155

 

We also adopted the LightPath Technologies, Inc. Employee Stock Purchase Plan (the “2014 ESPP”). The 2014 ESPP permits employees to purchase Common Stock through payroll deductions, subject to certain limitations. The 2014 ESPP expired in January 2025 and a new Employee Stock Purchase Plan (“2025 ESPP”) was approved by the stockholders on June 16, 2025 with the first offering period beginning July 1, 2025. The first purchase of shares under the 2025 ESPP occurred in January 2026, immediately following the offering period ended  December 31, 2025. The discount for the nine months ended March 31, 2026 and 2025 was $2,500 and $1,500, respectively, included in SG&A expenses in these unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), which represents the value of the 10% discount given to the employees purchasing stock under the 2025 ESPP and 2014 ESPP, respectively.

 

Grant Date Fair Values and Underlying Assumptions; Contractual Terms

 

We estimate the fair value of each stock option as of the date of grant, using the Black-Scholes-Merton pricing model. The fair value of 2014 ESPP and 2025 ESPP shares is the amount of the discount the employee obtains at the date of the purchase transaction.

 

Most stock options granted vest ratably over two to four years and are generally exercisable for ten years. The assumed forfeiture rates used in calculating the fair value of RSA and RSU grants was 0%, and the assumed forfeiture rates used in calculating the fair value of options for performance and service conditions were 20% for each of the nine months ended March 31, 2026 and 2025. The volatility rate and expected term are based on seven-year historical trends in Common Stock closing prices and actual forfeitures. The interest rate used is the U.S. Treasury interest rate for constant maturities.

 

The Company estimated the fair value of each stock award as of the date of grant using the following assumptions:

 

		Nine Months Ended
		March 31,
		2026
Weighted-average expected volatility			74.0	%
Dividend yields			0	%
Weighted-average risk-free interest rate			4.2	%
Weighted-average expected term, in years			7.5

 

No stock options were granted during the nine months ended March 31, 2025.

 

In March 2026, we granted stock options to certain executives with vesting criteria linked to the Company's financial performance. The stock compensation expense related to these grants reflects the application of estimated probability assumptions related to the achievement of those financial targets. These assumptions will be evaluated for adjustment each fiscal quarter.

 

Restricted Stock Awards

 

RSAs are granted primarily to our executive officers, employees and consultants, and typically vest over a one to three year period from the date of grant, although some may vest immediately upon grant. The stock underlying RSAs is issued upon vesting.

 

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Restricted Stock Units

 

RSUs are granted primarily to our directors, although RSU awards may also be made to executive officers, employees and consultants. RSUs typically vest over a one to four year period from the date of grant, although some may vest immediately upon grant.

 

Information Regarding Current Share-Based Compensation Awards

 

A summary of the activity for share-based compensation awards in the nine months ended March 31, 2026 is presented below:

 

		Stock Options												Restricted Stock Units (RSUs)								Restricted Stock Awards (RSAs)
						Weighted-				Weighted-								Weighted-								Weighted-
						Average				Average								Average								Average
						Exercise				Remaining								Remaining								Remaining
		Shares				Price				Contract				Shares				Contract				Shares				Contract
June 30, 2025			720,619			$	2.10				7.2				1,080,953				0.6				121,912				1.2
Granted			3,441,565			$	10.53								564,031								56,158				—
Exercised			(7,385	)											(184,279	)							(123,522	)			—
Cancelled/Forfeited			(9,579	)		$	1.74								—								—				—
March 31, 2026			4,145,220			$	9.06				9.4				1,460,705				1.1				54,548				1.4
Awards exercisable/vested as of
March 31, 2026			355,696			$	1.99				4.2				776,804				—				—				—
Awards unexercisable/vested as of
March 31, 2026			3,789,524			$	9.72				9.9				683,901				2.4				54,548				1.4
			4,145,220												1,460,705								54,548

 

As of March 31, 2026, there was approximately $24.0 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements (including stock options, RSAs and RSUs) granted. The expected compensation cost to be recognized is as follows:

 

Fiscal Year Ending:		Stock Options				RSAs				RSUs				Total
June 30, 2026 (remaining three months)		$	1,351,347			$	139,224			$	881,960			$	2,372,531
June 30, 2027			5,419,964				362,619				2,619,614				8,402,197
June 30, 2028			5,399,788				62,582				1,893,706				7,356,076
June 30, 2029			3,706,822				—				1,275,206				4,982,028
June 30, 2030			515,354				—				—				515,354
June 30, 2031			371,337				—				—				371,337
		$	16,764,612			$	564,425			$	6,670,486			$	23,999,523

 

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12. Earnings (Loss) Per Share

 

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of Common Stock outstanding during each period presented. The computation of diluted earnings (loss) per share further assumes the potential dilutive effect of potential Common Stock using the treasury-stock method and if-converted method, as applicable. During periods in which the average market price of the Company's common stock is above the applicable conversion price of the Company's convertible notes, the impact of conversion would be dilutive and such dilutive effect is reflected in diluted EPS. As a result, in periods where the average market price of the Company's common stock is above the conversion price, under the if-converted method, the Company calculates the number of shares issuable under the terms of the convertible notes based on the average market price of the stock during the period, and includes that number in the total diluted shares outstanding for the period. The Series G Purchasers 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 the Common Stock, however the holders do not have a contractual obligation to share in the Company’s losses. As such, losses are attributed entirely to common stockholders. The computations for basic and diluted earnings (loss) per share of Common Stock are described in the following table:

 

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2026				2025				2026				2025
Net loss		$	(4,106,287	)		$	(3,582,460	)		$	(16,404,698	)		$	(7,817,202	)
Accretion of dividends on Series G preferred			—				(14,751,134	)			—				(14,751,134	)
Net loss attributable to stockholders		$	(4,106,287	)		$	(18,333,594	)		$	(16,404,698	)		$	(22,568,336	)
Weighted-average common shares outstanding:
Basic number of shares			58,628,741				41,363,643				49,572,872				40,209,657
Diluted number of shares			58,628,741				41,363,643				49,572,872				40,209,657
Loss per common share:
Basic		$	(0.07	)		$	(0.44	)		$	(0.33	)		$	(0.56	)
Diluted		$	(0.07	)		$	(0.44	)		$	(0.33	)		$	(0.56	)

 

The following potential dilutive shares were not included in the computation of diluted earnings (loss) per share of Common Stock, as their effects would be anti-dilutive:

 

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2026				2025				2026				2025
Options to purchase common stock			974,741				394,527				816,317				486,965
RSUs and RSAs			1,124,652				1,131,004				1,170,969				1,285,881
Series G convertible preferred & warrants			3,510,464				2,890,176				4,793,299				935,057
			5,609,857				4,415,707				6,780,585				2,707,903

  

We have also accrued for certain acquisition liabilities related to the G5 Infrared and AML acquisitions, a portion of which is expected to be settled in shares of Common Stock, however the number of shares to be issued is dependent upon the stock price at or near the date of settlement. As the number of shares is not known, they have not been included in the above potential dilutive shares. See Note 3, Acquisition of Amorphous Materials and Note 4, Acquisition of G5 Infrared, to these unaudited Condensed Consolidated Financial Statements, for more information.

 

All of the Series G Purchasers Warrants were exercised during the nine months ended March 31, 2026, by means of "cashless exercise" as defined in the respective warrant agreements. As of March 31, 2026, no Series G Purchasers Warrants were outstanding.

 

During the three months ended March 31, 2026, certain holders of Series G Convertible Preferred Stock elected "optional conversion," as defined in the certificate of designations. A total of 7,610 shares of Series G Convertible Preferred Stock, which have a stated value of $1,000 per share, were converted into 3,539,379 shares of Common Stock at a conversion price of $2.15 per share. As a result of the conversion, we reclassified $10.4 million from temporary equity to common stock and additional paid-in capital. Following the conversions, 17,346 shares of Series G Convertible Preferred Stock remained issued and outstanding as of March 31, 2026.

 

13. Leases

 

Our leases primarily consist of operating leases related to our facilities located in Orlando, Florida; Plano, Texas; Hudson, New Hampshire; Riga, Latvia; and Zhenjiang, China, and finance leases related to certain equipment located in Orlando, Florida and Riga, Latvia. The operating leases for facilities are non-cancelable operating leases, with terms ending at various times through 2034. We typically include options to renew (or terminate) in our lease term, and as part of our right-of-use (“ROU”) assets and lease liabilities, when it is reasonably certain that we will exercise such options. We currently have eighteen finance lease agreements entered into during fiscal years 2024 thru 2026 with terms ranging from three to five years. The finance leases are for computer and manufacturing equipment.

 

Our operating lease ROU assets and the related lease liabilities are initially measured at the present value of future lease payments over the lease term. One of our operating leases includes renewal options, which were not included in the measurement of the operating lease ROU assets and related lease liabilities. The lease on the premises comprising our primary facility in Orlando, Florida. The Orlando Facility lease was amended in April 2021, and again in September 2021, to expand the space. The lease term was extended and will expire on March 31, 2034.

 

Our wholly-owned subsidiary, G5 Infrared, has a lease agreement for a manufacturing and office facility in Hudson, New Hampshire, which expires December 31, 2031. The Company’s wholly-owned subsidiary, Visimid, has a lease agreement for a manufacturing and office facility in Plano, Texas, which commenced September 1, 2025 for a five-year term. The prior facility was relocated to this larger facility, and the lease of the prior facility, which was set to expire  October 31, 2026, was terminated in March 2026 pursuant to a mutual agreement with the lessor.

 

Our wholly-owned subsidiary, LPOIZ, has a lease agreement for a manufacturing and office facility in Zhenjiang, China, which expires December 31, 2027. 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.

 

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The components of lease expense for the three and nine months ended March 31, 2026 and 2025 were as follows:

 

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2026				2025				2026				2025
Operating lease cost		$	319,082			$	265,245			$	883,194			$	803,725
Finance lease cost:
Depreciation of lease assets			52,274				45,466				142,530				126,198
Interest on lease liabilities			19,717				18,105				54,547				49,194
Total finance lease cost			71,991				63,571				197,077				175,392
Total lease cost		$	391,073			$	328,816			$	1,080,271			$	979,117

 

Supplemental balance sheet information related to the leases as of March 31, 2026 and June 30, 2025 was as follows:

 

			March 31,				June 30,
	Classification		2026				2025
Assets:
Operating lease assets	Operating lease assets		$	8,406,283			$	7,429,378
Finance lease assets	Property and equipment, net(1)			1,044,445				920,569
Total lease assets			$	9,450,728			$	8,349,947
Liabilities:
Current:
Operating leases	Operating lease liabilities, current		$	1,177,423			$	1,254,062
Finance leases	Finance lease liabilities, current			271,015				206,518
Noncurrent:
Operating leases	Operating lease liabilities, less current portion			9,197,980				8,326,250
Finance leases	Finance lease liabilities, less current portion			460,316				421,363
Total lease liabilities			$	11,106,734			$	10,208,193

 

(1)

Finance lease assets were recorded net of accumulated depreciation of approximately $0.4 million and $0.3 million as of March 31, 2026 and June 30, 2025, respectively.

 

Lease term and discount rate information related to leases was as follows:

 

		March 31,
Lease Term and Discount Rate		2026
Weighted Average Remaining Lease Term (in years)
Operating leases			7.2
Finance leases			2.8
Weighted Average Discount Rate
Operating leases			3.1	%
Finance leases			9.2	%

 

Supplemental cash flow information was as follows for the nine months ended March 31, 2026 and 2025:

 

		Nine Months Ended
		March 31,
		2026				2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash used for operating leases		$	1,056,876			$	887,180
Operating cash used for finance leases		$	54,548			$	49,194
Financing cash used for finance leases		$	168,089			$	133,711

 

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Future maturities of lease liabilities were as follows as of March 31, 2026:

 

		Finance				Operating
Fiscal year ending:		Leases				Leases
June 30, 2026 (remaining three months)		$	83,868			$	397,980
June 30, 2027			318,382				1,592,513
June 30, 2028			274,265				1,661,520
June 30, 2029			116,952				1,660,647
June 30, 2030			23,779				1,705,603
Thereafter			18,278				4,926,194
Total future minimum payments			835,524				11,944,457
Less imputed interest			(104,193	)			(1,569,054	)
Present value of lease liabilities		$	731,331			$	10,375,403

  

14. Loans Payable

 

As of March 31, 2026, loans payable consisted of one equipment loan. The Acquisition Notes, as defined in Note 4, Acquisition of G5 Infrared, were paid in full during the quarter ended December 31, 2025.

 

Acquisition Notes

 

On February 18, 2025, in connection with the acquisition of G5 Infrared, we executed and delivered the Acquisition Notes, effective as of the G5 Acquisition Date. The Acquisition Notes accrued interest at the rate between 10-12% per annum (12% as of the date of extinguishment, December 31, 2025), based on the ratio of indebtedness to EBITDA of the Company. We 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. The Acquisition Notes would have matured on February 18, 2027, the second anniversary of the issuance date, but were redeemed by the Company on December 31, 2025, prior to the maturity date, at a redemption price equal to the portion of principal so redeemed plus all accrued and unpaid interest thereon. Pursuant to the terms of the Acquisition Notes, since the funds used for redemption were not generated internally by Company operations, the redemption amount was multiplied by 102%. We recorded a loss on extinguishment of debt of $0.5 million during the three months ended December 31, 2025, based on the difference between the carrying value of the debt being extinguished and the redemption amount.

 

The Acquisition Notes were automatically convertible into shares of Series G Convertible Preferred Stock, which were in turn convertible into shares of Common Stock, if the EBITDA reported by the Company for the calendar year ending December 31, 2025, was less than approximately $4.9 million (the “Automatic Note Conversion”). We determined that the Automatic Note Conversion did not require bifurcation from the Acquisition Notes as the Automatic Note Conversion is (i) indexed to the Company’s own stock, (ii) settled in shares instead of cash, and (iii) only exercisable into a fixed number of shares at a fixed exercise price of $1,000 per share once it is triggered to convert and the conversion price can only be adjusted for standard antidilution provisions. The Acquisition Notes contained other redemption features which the Company determined did not require bifurcation from the Acquisition Notes as these are clearly and closely related to the Acquisition Notes.

 

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Bridge Promissory Note

 

On August 6, 2024, we entered into the Bridge Note with Lytton-Kambara Foundation (the “Lender” and also the “Class A Purchaser”) pursuant to which the Lender extended a loan to the Company in the principal amount of $3.0 million (the “Loan”). The Loan was subject to an original issue discount of 7%. After deducting the original issue discount, fees paid to our placement agent, and certain expenses, the Company received net proceeds of $2.7 million. The Bridge Note was unsecured, bore interest at the rate of 12.5% per annum and had a 1-year term, maturing on August 6, 2025, at which time the entire principal amount of the Bridge Note and all accrued but unpaid interest would have been due and payable in full.

 

The Bridge Note and related accrued interest were settled on February 18, 2025, in conjunction with financing for the acquisition of G5 Infrared.

 

Equipment Loans

 

In December 2020, ISP Latvia received an equipment loan from a third party (the “2020 Equipment Loan”), which party is also a significant customer. The 2020 Equipment Loan was collateralized by certain equipment. The initial advance under the 2020 Equipment Loan was 225,000 EUR (or approximately USD $0.3 million), payable in equal installments over 60 months, the proceeds of which were used to make a prepayment to a vendor for equipment to be delivered at a future date. An additional 225,000 EUR (or approximately USD $0.3 million) was drawn in September 2021, which proceeds were paid to the vendor for the equipment, payable in equal installments over 52 months. The 2020 Equipment Loan was paid in full as of December 31, 2025.

 

In May 2023, ISP Latvia entered into an equipment loan with a third party financial institution (the “2023 Equipment Loan”). The 2023 Equipment Loan is collateralized by certain equipment. The initial advances under the 2023 Equipment Loan was 260,258 EUR (or approximately USD $0.3 million), the proceeds of which were used to make a prepayment to a vendor for equipment to be delivered at a future date. The final advance for the final payment to the equipment vendor was 132,674 EUR (or approximately USD $0.1 million). The 2023 Equipment Loan is payable over 48 months, with monthly installments that began on January 1, 2024. The 2023 Equipment Loan bears interest at the six-month EURIBOR rate, plus 2.84% (4.94% as of March 31, 2026).

 

Future maturities of loans payable are as follows:

 

		Equipment
		Loan
Fiscal year ending:
June 30, 2026 (remaining three months)		$	28,271
June 30, 2027			113,085
June 30, 2028			75,390
Total payments		$	216,746
Less current portion			(113,085	)
Non-current portion		$	103,661

  

15. Foreign Operations

 

Assets and liabilities denominated in non-U.S. currencies are translated at rates of exchange prevailing on the balance sheet date, and revenues and expenses are translated at average rates of exchange for the period. Gains or losses on the translation of the financial statements of a non-U.S. operation, where the functional currency is other than the U.S. dollar, are reflected as a separate component of equity, which was a cumulative gain of approximately $1.3 million and $1.0 million as of March 31, 2026 and June 30, 2025, respectively. For the three months ended March 31, 2026 and 2025, we recognized net foreign currency transaction losses of $0.1 million and gains of $0.01 million, respectively. We also recognized net foreign currency transaction losses of $0.1 million and a gain of $0.01 million for the nine months ended March 31, 2026 and 2025, respectively, included in the Condensed Consolidated Statements of Comprehensive Income (Loss) in the line item entitled “Other income (expense), net.”

 

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Our cash and cash equivalents totaled approximately $55.2 million at March 31, 2026. Of this amount, approximately 6% 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. With respect to the funds generated by our foreign subsidiaries in China, the retained earnings of the respective subsidiary must equal at least 50% of its registered capital before any funds can be repatriated through dividends. As of March 31, 2026, LPOIZ had approximately $0.5 million in retained earnings available for repatriation, based on earnings accumulated through December 31, 2025, the end of the most recent statutory tax year, that remained undistributed as of March 31, 2026.

 

Revenues from foreign countries for the three and nine months ended March 31, 2026 and 2025 are as follows:

 

		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2026				2025				2026				2025
Revenues:
United States		$	10,121,552			$	5,745,895			$	24,403,590			$	16,374,544
Europe			6,978,833				2,267,780				20,775,704				4,857,768
China			1,036,800				711,823				3,210,798				2,036,124
Other Asian countries			791,485				260,432				1,478,072				742,950
Rest of world			221,144				181,697				691,583				981,451
		$	19,149,814			$	9,167,627			$	50,559,747			$	24,992,837

 

Long-lived assets located in foreign countries as of March 31, 2026 and June 30, 2025 are as follows:

 

		March 31,				June 30,
		2026				2025
Long-lived assets:
United States		$	54,256,805			$	45,982,722
Latvia			4,891,752				4,848,441
China			2,112,990				2,300,608
		$	61,261,547			$	53,131,771

 

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16. Segment Reporting

 

The Company has one reportable operating segment, the optics segment that is managed on a consolidated basis. The optics segment designs and manufactures products at locations in the U.S., Europe and Asia and manages the business activities on a consolidated basis. Our Chief Operating Decision Maker (“CODM”) is the chief executive officer. The CODM assesses performance for the optics segment and decides how to allocate resources based on consolidated net loss that also is reported on the consolidated statements of comprehensive income (loss) as consolidated net loss. The types of products and services from which the optics segment derives its revenues is described in Note 6, Revenue. The accounting policies of the optics segment are the same as those described in Note 2, Significant Accounting Policies, to these unaudited Condensed Consolidated Financial Statements. The measure of segment assets is reported on the consolidated balance sheet as total assets. See Note 6, Revenue, for detail about revenue by product and service group, and Note 15, Foreign Operations, for geographic information.

 

The CODM uses consolidated net loss to evaluate income generated from segment assets, and to determine whether to invest in new capabilities related to this segment. The CODM monitors budget to actual results for revenue, gross profit, operating expenses and net loss on a consolidated basis. The CODM reporting package includes non-operating items to reconcile to net income. The following table represents the financial information regularly reviewed by the CODM, in addition to the Consolidated Financial Statements. Interest expense is reported on consolidated statements of comprehensive income (loss) as interest expense, net; depreciation and amortization expense, stock-based compensation expense, and total expenditures for long-lived assets are reported on the consolidated statement of cash flows.

 

		Optics Segment
		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2026				2025				2026				2025
Revenue		$	19,149,814			$	9,167,627			$	50,559,747			$	24,992,837
Cost of goods sold			12,193,531				6,503,526				33,100,562				17,553,476
Segment gross profit			6,956,283				2,664,101				17,459,185				7,439,361
Less:
Sales & marketing			865,308				919,174				2,429,171				2,253,941
General & administrative			3,085,465				1,676,591				7,752,628				4,385,267
Corporate			2,345,513				1,852,594				6,357,818				4,435,797
New product development			1,041,794				757,938				2,658,051				1,998,775
Loss on disposal of equipment			—				2,068				4,016				80,505
Amortization of intangible assets			477,245				779,025				1,378,295				1,469,512
Change in fair value of acquisition liabilities			3,393,000				130,445				12,234,529				130,445
Interest expense, net			(271,641	)			486,833				282,235				805,246
Other non-operating income (expense), net(1)			34,496				(458,138	)			563,924				(463,117	)
Provision for income taxes			91,390				100,031				203,216				160,192
Segment net loss			(4,106,287	)			(3,582,460	)			(16,404,698	)			(7,817,202	)
Reconciliation of profit or loss
Adjustments and reconciling items			—				—				—				—
Consolidated net loss		$	(4,106,287	)		$	(3,582,460	)		$	(16,404,698	)		$	(7,817,202	)

  

(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 unaudited condensed consolidated statements of comprehensive income (loss).

 

 

17. Contingencies

 

Legal

 

The Company, from time to time, is involved in various legal actions arising in the normal course of business. Management, after reviewing with legal counsel all of these actions and proceedings, believes that the aggregate losses, if any, will not have a material adverse effect on the Company’s financial position or results of operations.

 

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Potential Impact of Economic Conditions in and Trade Relations with China

 

Due to our operations in China, our business, results of operations, financial condition and prospects may be influenced to a significant degree by economic, political, legal and social conditions in China. China’s economy differs from the economies of other countries in many respects, including with respect to the level of development, growth rate, amount of government involvement, control of foreign exchange and allocation of resources. While China’s economy has experienced significant growth over the past several decades, its growth rate has declined in recent years and may continue to decline. Deteriorating economic conditions in China generally have led to lower demand for our products in China and thus lower revenues and net income for our subsidiaries in China and the Company overall. A continuation of China’s current economic conditions or a further slowdown in the economic growth, an economic downturn, a recession, or other adverse economic conditions in China is likely to have a material adverse effect on our business and results of operations in future quarters.

 

In addition, China’s export limitations on Germanium and Gallium, two materials that are commonly used in infrared optical components, are becoming increasingly disruptive to our business with adverse impacts. The initial restrictions imposed in July 2023 required all international customers to provide an end user statement for approval before receiving an export license. Following that announcement, supply of Germanium was disrupted, though not completely stopped. This also resulted in significant price increases in the cost of Germanium material. Following these restrictions we had proactively canceled a number of customer orders for Germanium, to reduce our exposure in case of a supply disruption.

 

Then, in December 2024, China escalated trade tensions with the U.S. by imposing more stringent export restrictions on critical minerals, including Germanium. The Chinese Ministry of Commerce cited national security concerns as the rationale for these measures, which effectively banned shipments of these minerals to the U.S., and significantly limited shipments of those minerals for dual-use applications in many other countries.

 

As a purchaser of Germanium, we cannot provide any assurance that we will be able to obtain adequate supplies of Germanium, or that the timing or costs of obtaining such raw materials will be acceptable to us. We have taken proactive steps to minimize the orders we accept for Germanium products and therefore minimize our exposure to this risk, and are actively working with our customers to redesign their systems to use our BlackDiamond materials instead of Germanium-based materials. Additionally, we are actively collaborating with our customers to ensure those redesigned systems are tested and qualified as replacements for legacy Germanium-based systems. In some cases, such as complex defense and airborne systems, the re-qualification of such redesigned systems is a lengthy process that can take up to two years. In other systems such as commercial systems and also some specific defense systems, this is a faster process, that takes several months.

 

In February 2025, the U.S. announced additional tariffs on goods imported from China, effective immediately, and China announced its intent to follow suit and implement additional tariffs on goods imported to China from the U.S. We utilize a number of strategies to mitigate the current and, hopefully, future impact of tariffs. However, given the uncertainty regarding the current tariffs, as well as the potential for additional trade actions by the U.S. or other countries in the future, any future impact on our operations and financial results is uncertain and these impacts could be more significant than those we have experienced in the past. Further, we can provide no assurance that the strategies we implemented to mitigate the impact of such tariffs or other trade actions will continue to be successful. To the extent that our supply chain, costs, sales, or profitability are negatively affected by the tariffs or other trade actions, our business, financial condition, and results of operations may be materially adversely affected.

 

On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the Supreme Court’s decision, the U.S. announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on our business. Furthermore, the Company may be eligible to receive refunds of certain tariffs it paid that were levied under the IEEPA. If it is determined that the Company is eligible for refunds, the availability, amount and timing of such refunds is uncertain and subject to further developments. In the event the Company receives a refund of tariffs previously paid, it may elect or be required to return a portion of such amounts to customers that provided the Company tariff relief and/or price concessions. Any such obligations could reduce any benefit from a refund. No refund asset or liability has been recorded as of  March 31, 2026.

 

Impact of Ongoing Wars

 

In February 2022, Russian military forces invaded Ukraine. This war has led to ongoing sanctions on Russia, which have had continuing impacts on our supply chain of raw materials, particularly Germanium. Separately, Israel declared war on Hamas in October 2023. Initially, this resulted in a temporary increase in our sales, as Israel worked to replace electro-optical systems that in some cases use our materials. Our sales to customers in this region have since stabilized, however, it is still possible that this war could have a negative impact on our business as a result of the overall economic impact in Israel. In addition to the significant defense related market in Israel, we also serve many commercial related applications and work with commercial companies in Israel, and the business of those customers may be negatively impacted by the war over time. Given the dynamic nature of this situation, we cannot reasonably estimate the impact of either the Russian-Ukraine conflict or the Israel-Hamas war on our financial condition, results of operations or cash flows into the foreseeable future.

 

In February 2026, the U.S. and Israel launched coordinated military strikes against Iran, which retaliated with missile attacks across the region. Although we do not have material operations in the Middle East, the ongoing conflict and any further escalation, including additional military actions, retaliatory measures, sanctions, disruptions to trade or transportation routes, cyberattacks, or other governmental or market responses, could lead to significant disruption of global energy supplies and increases in global energy prices, heighten inflationary pressures on our input costs and supply chain, adversely affect global supply chains, energy markets, commodity prices, currency exchange rates, financial markets and overall macroeconomic conditions, and adversely impact customer spending patterns in markets in which we operate. While we do not expect the impacts of conflict between the United States, Israel, and Iran to have a significant effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of potential future impacts at this time.

 

 

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18. Offerings of Common Stock

 

On September 15, 2025, the Company entered into a Securities Purchase Agreement (the “Private Placement SPA”) with Unusual Machines, Inc., a Nevada corporation (“Unusual Machines”), and Ondas Holdings Inc., a Nevada corporation (“Ondas,” together with Unusual Machines, the "Private Placement Buyers”), pursuant to which the Private Placement Buyers agreed to purchase from the Company an aggregate of 1,600,000 shares of Class A Common Stock (the “Private Placement Securities”) at a purchase price of $5.00 per share (the “Private Placement”). The Private Placement closed on September 16, 2025 and the Company received aggregate proceeds from the Private Placement of $8.0 million, before deducting offering expenses of approximately $0.1 million paid by the Company. The Company intends to use the proceeds from the Private Placement to fund working capital and other general corporate purposes. The Private Placement SPA contains customary representations, warranties, covenants, conditions and indemnification obligations of the parties.

 

On December 12, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC and Craig-Hallum Capital Group LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 7,750,000 shares of Common Stock, at a public offering price of $7.75 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriters a 30-day option to purchase up to an additional 1,162,500 shares of Common Stock in the Offering at the public offering price. The Offering closed on December 15, 2025, for a total of 8,912,500 shares of Common Stock (including the 1,162,500 shares issuable pursuant to the Underwriter’s 30-day option), with net proceeds of $65.2 million after deducting underwriting discounts and commissions and other offering expenses paid by the Company.

 

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations is designed to provide a reader of the financial statements with a narrative report on our financial condition, results of operations, and liquidity. This discussion and analysis should be read in conjunction with the attached unaudited Condensed Consolidated Financial Statements and notes thereto and our Annual Report on Form 10-K for the year ended June 30, 2025, including the audited Consolidated Financial Statements and notes thereto. The following discussion contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations, and intentions. Our actual results could differ materially from those discussed in the forward-looking statements. Please also see the cautionary language at the beginning of this Quarterly Report on Form 10-Q regarding forward-looking statements.

 

Introduction

 

We were incorporated in Delaware in 1992 as the successor to LightPath Technologies Limited Partnership, a New Mexico limited partnership, formed in 1989, and its predecessor, Integrated Solar Technologies Corporation, a New Mexico corporation, formed in 1985. Today, LightPath is a global company with major facilities in the U.S., the People’s Republic of China, and the Republic of Latvia.

 

Historically, we operated with a focus on optical component manufacturing, and specifically on our leadership position as a precision molded lens manufacturer for visual light applications. We expanded our addressable market with the acquisition of ISP, a manufacturer of infrared optical components, in December 2016. Since 2020, our strategy has been to move up the value chain by producing optical assemblies, modules and simple cameras. The acquisition of Visimid in 2023 and the acquisition of G5 Infrared in 2025 were completed to enhance our abilities on cameras and sensors and speed our movement up the value chain in line with our strategy of value-add infrared systems.

 

Subsidiaries

 

In November 2005, we formed LPOI, a wholly-owned subsidiary, located in Jiading, People’s Republic of China, which was primarily engaged in sales and support functions. In December 2013, we formed LPOIZ, a wholly-owned subsidiary located in the New City district, of the Jiangsu province, of the People’s Republic of China. LPOIZ’s manufacturing facility serves as our primary manufacturing facility in China and provides a lower cost structure for production of larger volumes of optical components and assemblies. Effective February 28, 2023, the legal entities of LPOI and LPOIZ were merged, with LPOIZ as the surviving company.

 

In December 2016, we acquired ISP, and its wholly-owned subsidiary, ISP Latvia. ISP is a vertically-integrated manufacturer offering a full range of infrared products from custom infrared optical elements to catalog and high-performance lens assemblies. ISP’s manufacturing operation is located at our corporate headquarters facility in Orlando, Florida (the “Orlando Facility”). ISP Latvia is a manufacturer of high precision optics and offers a full range of infrared products, including catalog and custom infrared optics. ISP Latvia’s manufacturing facility is located in Riga, Latvia.

 

In July 2023, we acquired Visimid. Visimid is an engineering and design firm specializing in thermal imaging, night vision and internet of things applications. Visimid provides design and consulting services for U.S. Department of Defense contractors, commercial and industrial customers, and original equipment manufacturers for original new products. Visimid’s core competency is developing and producing custom thermal and night vision cores. Visimid’s facility is located in Plano, Texas.

 

In February 2025, we acquired G5 Infrared. G5 Infrared is a leading vertically-integrated manufacturer of high-performance infrared camera systems and imaging solutions, specializing in advanced thermal imaging technology and long-range mission-critical detection solutions. G5 Infrared’s existing revenue and future growth pipeline are driven by established multi-year contracts and multiple defense programs of record in shipboard long-range surveillance, border security, and counter unmanned aerial systems (“C-UAS”) systems, as well as recurring federal, naval, and law enforcement programs. Additionally, G5 Infrared is an industry-leading provider of cutting-edge advanced infrared coatings, including for materials such as LightPath’s BlackDiamond (“BlackDiamond”) glass. G5 Infrared operates from a state-of-the-art manufacturing facility in Hudson, New Hampshire. We believe that this acquisition strengthens LightPath’s position as a leader in infrared imaging by expanding the Company’s portfolio to include cooled infrared cameras. The combination of LightPath and G5 Infrared creates a more robust, vertically-integrated solutions provider.

 

In January 2026, we acquired the assets of Amorphous Materials, Inc. through our newly-formed, wholly-owned subsidiary, AML. AML specializes in infrared glass fabrication, and operates from a manufacturing facility in Garland, Texas. We believe that this acquisition further strengthens LightPath's position as a leader in infrared imaging by expanding our materials portfolio and glass fabrication capabilities.

 

For additional information, please refer to our Annual Report on Form 10-K for the year ended June 30, 2025.

 

 

Product Groups

 

We categorize our products into four product groups: (i) infrared components, (ii) visible components, (iii) assemblies and modules, and (iv) engineering services. G5 Infrared’s revenue is generally derived from infrared components (including coating services) and assemblies and modules.

 

Our infrared product group is comprised of both molded and turned infrared lenses using a variety of infrared glass materials. This product group includes both conventional and CNC ground and polished lenses. This product group also includes revenue from sales of our BlackDiamond glass materials, the infrared materials offered by AML, and G5 Infrared’s optical component and coating business. Advances in chalcogenide materials have enabled compression molding for mid-wave (“MWIR”) and long-wave (“LWIR”) optics in a process similar to precision molded lenses. Our molded infrared optics technology enables high performance, cost-effective infrared aspheric lenses that do not rely on traditional diamond turning or lengthy polishing methods. Utilizing precision molded aspheric optics significantly reduces the number of lenses required for typical thermal imaging systems and the cost to manufacture these lenses. Molding is an excellent alternative to traditional lens processing methods particularly where volume and repeatability is required.

 

Our visible components product group consists of visible precision molded optics with varying applications. Aspheric lenses are known for their optimal performance. Aspheric lenses simplify and shrink optical systems by replacing several conventional lenses. However, aspheric lenses can be difficult and costly to machine. Our glass molding technology enables the production of both low and high volumes of aspheric optics, while still maintaining the highest quality at an affordable price. Molding is the most consistent and economical way to produce aspheres and we have perfected this method to offer the most precise molded aspheric lenses available.

 

Between these two component product groups, we have the capability to manufacture lenses from very small (with diameters of a sub-millimeter) to over 300 millimeters, and with focal lengths from approximately 0.4 millimeters to over 2,000 millimeters. In addition, both product groups offer both catalog and custom designed optics.

 

Our assemblies and modules product group is comprised of both optical assemblies such as lens systems, and cameras, both in the form of camera modules and complete camera systems. Historically this product group also included optical fiber collimators and some visible lens assemblies, however those are now a very small part of our activity, making infrared cameras and assemblies the most dominant part of this group. Today, the majority of the revenue of this group is derived from cameras made in our Texas facility (uncooled camera systems and modules), cameras made in our New Hampshire facility (cooled cameras for long range surveillance and detection), and optical assemblies such as standard off the shelf lens assemblies, and custom lens assemblies, the latter of which are produced mainly in Orlando. This product group also includes revenue from camera repair services, primarily from G5 Infrared.

 

Our engineering services product group represents services we provide pursuant to product development agreements that we enter into with customers. Typically, customers approach us and request that we develop new products or applications utilizing our existing products to fit their particular needs or specifications. The purpose of those engineering services that we offer is not only to provide purely engineering services for a customer, but also to engineer new products which we later manufacture for the customer. The timing and extent of any such product development requests are unpredictable and outside of our control.

 

 

Growth Strategy

 

Since our Chief Executive Officer, Mr. Sam Rubin, joined the Company in 2020, we have been developing a new strategy that is transitioning the Company from a pure component manufacturer to a supplier of imaging subsystems and systems. Our strategic direction, which is based on our core technological differentiators such as our BlackDiamond glass (“BlackDiamond”) and proprietary molding technologies, significantly increases our value add to customers. This transition, which is occurring both organically and through acquisitions, such as the July 2023 acquisition of Visimid, the February 2025 acquisition of G5 Infrared, and the January 2026 acquisition of the assets of Amorphous Materials, Inc., is positioning the Company for significant growth and higher profitability in coming years. Each of these acquisitions has also added to our technological differentiators.

 

Understanding the shifts that are happening in the marketplace and the changes that come when a technology, like photonics, moves from being a specialty to being integrated into mainstream industries and applications, we redefined our strategic direction to provide our wide customer base with domain expertise in optics, and became their partner for the optical engine of their systems. In our view, as the use of photonics evolves, so do customer needs. The industry is transforming from a fragmented industry with a component oriented supply chain, into a solution-focused industry with the potential for partnerships for solution development and production. Over the last couple of years we have worked to align our organization to this strategy, and leverage our in-house domain expertise in photonics, knowledge and experience in advanced optical technologies, and the necessary manufacturing techniques and capabilities. We have been developing these partnerships by working closely with our customers throughout their design process, designing optical solutions that are tailored to their needs, often times using unique technologies that we own, and supplying the customer with a complete optical subsystem to be integrated into their product. Such an approach builds on our unique, value-added technologies that we currently own, such as infrared materials, optical molding, fabrication, system design, and proprietary manufacturing technologies, along with technologies that we acquired through the Visimid acquisition, such as video processing, and technologies from the G5 Infrared acquisition, such as long range imaging using cooled midwave cameras. Continually adding differentiating technologies is key to our strategy and we expect to continue to do so both organically and through acquisitions.

 

Examples of this strategic approach can be found in many of our recent new product lines. We refer to these as LightPath 2.0 and 3.0, as that symbolizes the evolution of the Company. LightPath 2.0 refers to our assemblies and LightPath 3.0 refers to our cameras and related subsystems and systems. Like any company, a successful implementation of a strategy depends heavily on differentiators. In our case, those differentiators mostly tend to be technologies and capabilities. Over the last few years we have worked to, and will continue to work to, add and evolve our differentiators. Some of our differentiators currently include our unique BlackDiamond materials, optical system design capabilities, glass molding technology, processing of thermal images, and long range imaging technologies. Examples of how those differentiators translate into revenue include our multispectral Mantis camera, our missile program with Lockheed Martin, our long range cameras for border patrol and C-UAS applications, and a number of other system and subsystem level products and programs that are enabled by these technologies. A recent example was our announcement of two G5 Infrared cameras that have been re-designed to eliminate Germanium from the bill of materials, leveraging the advantages of our BlackDiamond materials as alternative to Germanium.

 

The shift in strategy and product offerings also shifts the price range of our product portfolio and indirectly drives growth in and of itself. Historically, as a pure component Company, the average selling prices (“ASPs”) of those products were measured in single dollars or tens of dollars, whereas with the development of our assemblies product line (i.e., LightPath 2.0), ASPs for those products are measured in hundreds of dollars. When we added cameras, subsystems and systems (i.e., LightPath 3.0), ASPs for those products are measured in tens of thousands, and sometimes hundreds of thousands of dollars. We expect this shift to start favorably impacting our financial results in future periods.

 

Further information about our strategic direction can be found in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

 

 

Results of Operations

 

Revenue

 

Three Months ended March 31, 2026, compared to three months ended March 31, 2025

 

Revenue for the third quarter of fiscal 2026 was approximately $19.1 million, an increase of approximately $10.0 million, or 109%, as compared to approximately $9.2 million in the same quarter of the prior fiscal year, primarily driven by increases in infrared components and assemblies and modules. While the G5 Infrared revenue was a significant contributor to the increase in revenue of infrared components and assemblies and modules for the third quarter of fiscal 2026, other revenue from infrared components and assemblies and modules also grew, as well as revenue from visible components. G5 Infrared revenue was included for approximately half of the third quarter of the prior fiscal year.

 

Revenue from infrared components was approximately $6.1 million in the third quarter of fiscal 2026, an increase of $2.5 million, or 69%, as compared to the same quarter of the prior fiscal year. Of this increase, approximately $0.9 million is due to an increase in G5 Infrared sales of coating services and components. The AML transaction, which closed during the third quarter of fiscal 2026, contributed approximately $1 million to the increase in sales of infrared components. The remaining $0.6 million increase in revenue is primarily due to an increase in sales to defense and industrial customers in Europe.

 

Revenue from the visible components product group for the third quarter of fiscal 2026 was $4.0 million, an increase of approximately $1.1 million, or 40%, as compared to the same quarter of the prior fiscal year. The increase was primarily driven by an increase in sales to industrial customers in the U.S., Europe and Asia.

 

Revenue from assemblies and modules was approximately $8.4 million in the third quarter of fiscal 2026, an increase of approximately $6.6 million, or 355%, as compared to the same quarter of the prior fiscal year. Of this increase, approximately $6.4 million is due to an increase in G5 Infrared sales of cameras and modules, including the previously announced program with a large global technology customer.

 

Revenue from engineering services decreased by approximately $0.2 million, or 29%, for the third quarter of fiscal 2026, as compared to the same quarter of the prior fiscal year. The third quarter of fiscal 2025 included non-recurring revenue from a space-related funded research contracts. Visimid’s development contract with Lockheed Martin also contributed to the decrease, where the timing and dollar value of deliverables is not always consistent, which causes revenue for this product group to fluctuate from period to period. For the third quarter of fiscal 2026, the revenue recognized against this contract was less than in the third quarter of fiscal 2025.

 

Nine months ended March 31, 2026, compared to nine months ended March 31, 2025

 

Revenue for the first nine months of fiscal 2026 was approximately $50.6 million, an increase of approximately $25.6 million, or 102%, as compared to approximately $25.0 million in the same period of the prior fiscal year, primarily driven by increases in infrared components and assemblies and modules resulting from the addition of G5 Infrared revenue since acquisition. While the G5 Infrared revenue was a significant contributor to the increase in revenue of infrared components and assemblies and modules for the third quarter of fiscal 2026, other revenue from infrared components and assemblies and modules also grew, as well as revenue from visible components.

 

Revenue from infrared components was approximately $15.4 million in the first nine months of fiscal 2026, an increase of $6.1 million, or 65%, as compared to the same period of the prior fiscal year. Of this increase, approximately $2.7 million is due to an increase in G5 Infrared sales of coating services and components. AML, which was acquired during the third quarter of fiscal 2026, contributed approximately $1 million to the increase in sales of infrared components. The remaining $2.3 million increase in revenue from infrared components is primarily due to increases in sales to defense and industrial customers in Europe.

 

Revenue from the visible components product group for the first nine months of fiscal 2026 was $11.3 million, an increase of approximately $2.4 million, or 26%, as compared to the same period of the prior fiscal year. The increase was primarily driven by increases in sales to industrial customers the U.S., Europe and Asia.

 

Revenue from assemblies and modules was approximately $21.5 million in the first nine months of fiscal 2026, an increase of approximately $17.7 million, or 465%, as compared to the same period of the prior fiscal year. Of this increase, approximately $17.4 million is due to an increase in G5 Infrared sales of cameras and modules, including previously announced large programs.

 

Revenue from engineering services decreased by approximately $0.5 million, or 19%, for the first nine months of fiscal 2026, as compared to the same period of the prior fiscal year. This decrease was primarily driven by Visimid’s development contract with Lockheed Martin, where the timing and dollar value of deliverables is not always consistent, which causes revenue for this product group to fluctuate from period to period. For the first nine months of fiscal 2026, the revenue recognized against this contract was less than in the same period of fiscal 2026, partially offset by a non-recurring engineering project for another defense customer.

 

 

Gross Profit

 

In the third quarter of fiscal 2026, gross profit was approximately $7.0 million, an increase of $5.7 million, or 161%, as compared to the same quarter of the prior fiscal year. Total cost of sales was approximately $12.2 million for the third quarter of fiscal 2026, compared to approximately $6.5 million for the same quarter of the prior fiscal year. Gross margin as a percentage of revenue was 36% for the third quarter of fiscal 2026, compared to 29% for the same quarter of the prior fiscal year. In the first nine months of fiscal 2026, gross profit was approximately $17.5 million, an increase of $10.0 million, or 135%, as compared to the same period of the prior fiscal year. Total cost of sales was approximately $33.1 million for the first nine months of fiscal 2026, compared to approximately $17.6 million for the same period of the prior fiscal year. Gross margin as a percentage of revenue was 35% for the first nine months of fiscal 2026, compared to 30% for the same period of the prior fiscal year. The increase in gross margin as a percentage of revenue is primarily driven by the increase in revenue from assemblies and modules, which generally have higher margins. In addition, gross margins for infrared products have improved due to a more favorable mix of customers and the resolution of certain manufacturing yield issues that negatively impacted prior periods.

 

Selling, General and Administrative

 

In the third quarter of fiscal 2026, SG&A costs were approximately $6.3 million, an increase of approximately $1.8 million, or 42%, as compared to approximately $4.4 million in the same quarter of the prior fiscal year. In the first nine months of fiscal 2026, SG&A costs were approximately $16.5 million, an increase of approximately $5.5 million, or 49%, as compared to approximately $11.1 million in the same period of the prior fiscal year. The increase in SG&A costs is partially due to the addition of G5 Infrared SG&A costs of $0.4 million and $2.4 million for the third quarter and first nine months of fiscal 2026, respectively. The AML transaction also added $0.3 million and $0.4 million in SG&A for the third quarter and first nine months of fiscal 2026, respectively, including acquisition costs. In addition, we have increased our sales and marketing spend to promote new products, including personnel costs, travel, advertising and tradeshows. We have also increased our spend on information technology to meet heightened security standards as required by our customers, and for acquisition integration projects. Our SG&A personnel costs have also increased due to filling certain vacant executive roles and accruing for incentive compensation plans for employees.

 

New Product Development

 

In the third quarter of fiscal 2026, new product development costs were approximately $1.0 million, an increase of $0.3 million, or 38%, as compared to the same quarter of the prior fiscal year. New product development costs increased with the addition of G5 Infrared product development costs, and other additional engineering personnel. These increases were partially offset by a decrease in outside services utilized for development projects, due to timing of such projects.

 

In the first nine months of fiscal 2026, new product development costs were approximately $2.7 million, an increase of approximately $0.7 million, or 33%, as compared to the same period of the prior fiscal year. This increase includes the addition of G5 Infrared product development costs, and other additional engineering personnel, as well as an increase in materials utilized for development projects, primarily for infrared cores and camera systems. These increases were partially offset by a decrease in outside services utilized for development projects, due to timing of such projects.

 

Amortization of Intangibles

 

Amortization of intangibles decreased by $0.3 million for the third quarter of fiscal 2026, as compared to the same quarter of the prior fiscal year, and increased by $0.1 million for the first nine months of fiscal 2026, as compared to the same period of the prior fiscal year. The decreases are driven by the reduction in amortization of intangible assets associated with prior acquisitions, partially offset by amortization of identifiable intangible assets associated with the acquisitions of G5 Infrared and AML.

 

Other Income (Expense)

 

Interest income, net, was approximately $0.3 million for the third quarter of fiscal 2026, as compared to interest expense, net, of $0.5 million for the same quarter of the prior fiscal year. For the first nine months of fiscal 2026, interest expense, net, was $0.3 million, as compared to $0.8 million for the same period of the prior fiscal year. The prior periods included interest and amortization of loan issuance costs associated with the Acquisition Notes, executed in February 2025, which replaced the Bridge Note, executed in August 2024. The Acquisition Notes were paid in full on December 31, 2025, following the Offering (as defined below) which generated net proceeds of $65.2 million. Much of our cash balance is now generating interest income, which is partially offset by the interest expense on equipment loans and finance leases.

 

Other expense, net, was approximately $0.03 million for the third quarter of fiscal 2026, as compared to other income, net, of $0.01 million for the same quarter of the prior fiscal year. Other expense, net was approximately $0.1 million for the first nine months of fiscal 2026, as compared to other income, net of $0.01 million for the same period of the prior fiscal year. Other expense or income, net, includes net gains and losses on foreign exchange transactions. We execute all foreign sales from our U.S. facilities and inter-company transactions in U.S. dollars, partially mitigating the impact of foreign currency fluctuations. Assets and liabilities denominated in non-U.S. currencies, primarily the Chinese Yuan and Euro, are translated at rates of exchange prevailing on the balance sheet date, and revenues and expenses are translated at average rates of exchange for the year.

 

Income Taxes

 

Income tax expense was approximately $0.1 million for both the third quarter of fiscal 2026 and 2025, and $0.2 million for both the first nine months of fiscal 2026 and 2025. Income tax expense for these periods is primarily related to income taxes from our operations in China, including withholding taxes on payments from LPOIZ to LightPath for administrative services rendered.

 

Net Loss

 

Net loss for the third quarter of fiscal 2026 was approximately $4.1 million, or $0.07 basic and diluted loss per share, compared to $3.6 million, or $0.09 basic and diluted loss per share, for the same quarter of the prior fiscal year. The increase in net loss of approximately $0.5 million for the third quarter of fiscal 2026, as compared to the same quarter of the prior fiscal year, was primarily attributable to the increased operating loss, which was largely driven by the change in fair value of acquisition liabilities for the earnout related to the acquisition of G5 Infrared.

 

Net loss for the first nine months of fiscal 2026 was approximately $16.4 million, or $0.33 basic and diluted loss per share, compared to $7.8 million, or $0.19 basic and diluted loss per share, for the same quarter of the prior fiscal year. The increase in net loss of approximately $8.6 million for the first nine months of fiscal 2026, as compared to the same period of the prior fiscal year, was primarily attributable to the increased operating loss, which was largely driven by the change in fair value of acquisition liabilities for the earnout related to the acquisition of G5 Infrared.

 

 

Weighted-average common shares outstanding for the third quarter of fiscal 2026 were 58,628,741, basic and diluted, compared to 41,363,643, basic and diluted, in the same quarter of fiscal 2025. Weighted-average common shares outstanding for the first nine months of fiscal 2026 were 49,572,872, basic and diluted, compared to 40,209,657, basic and diluted, in the first nine months of fiscal 2025. The increase in weighted-average basic common shares was due to: (i) the Common Stock issued in conjunction with the financing of the acquisition of G5 Infrared (refer to Note 4, Acquisition of G5 Infrared, in the Notes to the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information); (ii) the Private Placement (as defined below) of 1,600,000 shares of Common Stock which closed in September 2025; (iii) the Offering (as defined below) of 8,912,500 million shares of Common Stock which closed in December 2025; (iv) the shares of Common Stock issued in conjunction with the acquisitions of Visimid and AML; and (v) the issuance of shares of Common Stock underlying vested RSUs and RSAs. Potential dilutive common stock equivalents were excluded from the calculation of diluted shares for all periods presented, as their effects would have been anti-dilutive due to net losses in those periods.

 

Liquidity and Capital Resources

 

As of March 31, 2026, we had working capital of approximately $61.5 million and total cash and cash equivalents of approximately $55.2 million, of which, approximately 6% of our cash and cash equivalents was held by our foreign subsidiaries.

 

Cash and cash equivalents held by our foreign subsidiaries in China and Latvia were generated in-country as a result of foreign earnings. We routinely declare intercompany dividends to remit a portion of the earnings of our foreign subsidiaries to LightPath, as the U.S. parent company. It is still our intent to reinvest a significant portion of earnings generated by our foreign subsidiaries, however, we may also repatriate a portion of their earnings, and we accrue for these taxes on the portion of earnings that we intend to repatriate. We currently do not intend for our Latvian subsidiary to declare intercompany dividends.

 

In China, before any funds can be repatriated, the retained earnings of the legal entity must equal at least 50% of the registered capital. As of March 31, 2026, LPOIZ had approximately $0.5 million available for repatriation, based on earnings accumulated through December 31, 2025, the end of the most recent statutory tax year, that remained undistributed as of March 31, 2026.

 

As of March 31, 2026, loans payable consists of one third-party equipment loan. The Acquisition Notes and one third-party equipment loan were paid in full during the three months ended December 31, 2025. See Note 14, Loans Payable, in the unaudited Condensed Consolidated Financial Statements, for further information.

 

On February 18, 2025, we announced the closing of the acquisition of G5 Infrared and the related financing, including the issuance of shares of Series G Convertible Preferred Stock. For additional information, refer to Note 4, Acquisition of G5 Infrared, in the accompanying unaudited Condensed Consolidated Financial Statements.

 

On September 15, 2025, we 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 Common Stock (the “Private Placement Securities”) at a purchase price of $5.00 per share (the “Private Placement”). The Private Placement closed on September 16, 2025 and the Company received aggregate proceeds from the Private Placement of $8.0 million, before deducting offering expenses of approximately $0.1 million payable by the Company. The Company intends to use the proceeds from the Private Placement to fund working capital and other general corporate purposes. The Private Placement SPA contains customary representations, warranties, covenants, conditions and indemnification obligations of the parties.

 

On December 12, 2025, we entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC and Craig-Hallum Capital Group LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 7,750,000 shares of Common Stock, at a public offering price of $7.75 per share. Pursuant to the terms of the Underwriting Agreement, the Company granted to the Underwriters a 30-day option to purchase up to an additional 1,162,500 shares of Common Stock in the Offering at the public offering price, which the Underwriters exercised in full concurrent with the closing of the Offering on December 15, 2025.

 

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. In addition, we may identify opportunities for additional 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.

 

 

Cash Flows – Operating:

 

Cash used in operations was approximately $5.1 million for the first nine months of fiscal 2026, compared to approximately $5.7 million for the same period of the prior fiscal year. Cash used in operations for the first nine months of fiscal 2026 was primarily due to the following: (i) payment of the first earnout payment for the acquisition of G5 Infrared, of which $3.8 million was classified in operating activities, representing the amount in excess of the contingent consideration liability recognized as of the acquisition date; and (ii) investments in working capital of $2.7 million, largely driven by supplier prepayments for critical materials with long lead times. The net loss for the first nine months of fiscal 2026 was more than offset by non-cash items such as the change in fair value of acquisition liabilities, and stock compensation. Cash used in operations for the first nine months of fiscal 2025 was driven by the net loss, which was not fully offset by non-cash items, coupled with net investments in working capital of $1.9 million.

 

Cash Flows – Investing:

 

During the first nine months of fiscal 2026, we expended approximately $1.9 million in investments in capital equipment, compared to approximately $0.6 million in the same period of the prior fiscal year. In the third quarter of fiscal 2026, we expended $7.0 million for the AML acquisition, as disclosed in Note 3, Acquisition of Amorphous Materials, in the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q. In the third quarter of fiscal 2025, we expended $20.3 million to acquire G5 Infrared, as disclosed in Note 4, Acquisition of G5 Infrared, in the unaudited Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

 

Cash Flows – Financings:

 

Net cash provided by financing activities was approximately $64.0 million for the first nine months of fiscal 2026, compared to approximately $29.6 million in the same period of the prior fiscal year. Cash provided by financing activities for the first nine months of fiscal 2026 reflects the proceeds of $65.3 million from the Offering and $7.9 million from the Private Placement, offset by approximately $5.6 million in principal payments on our loans and finance leases, and $3.5 million for the first earnout payment for the acquisition of G5 Infrared, representing the amount of the contingent consideration liability recognized as of the acquisition date. Cash provided by financing activities for the first nine months of fiscal 2025 primarily reflects the Acquisition Financing of $27.0 million, net of financing costs and the Bridge Note conversion, plus $2.7 million in net proceeds from the Bridge Note, offset by approximately $0.3 million in principal payments on our loans and finance leases and $0.1 million for the final cash payment related to the acquisition of Visimid.

 

Critical Accounting Policies and Estimates

 

There have been no material changes to our critical accounting policies and estimates during the nine months ended March 31, 2026 from those disclosed in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the year ended June 30, 2025.

 

How We Operate

 

We have continuing sales of two basic types: sales of standard product configurations and sales of customized products or products developed specifically for a certain customer. In this latter type of business, we work with customers to help them determine optical specifications and then create certain optical designs for them, including complex multi-component, optical system or sub-system designs that we call “engineered solutions.” This is followed by “sampling” or prototyping small numbers of the product for the customers’ test and evaluation. Thereafter, should a customer conclude that our specification or design is the best solution to their product need; we negotiate and “win” a contract (sometimes called a “design win”) – whether of a “blanket purchase order” type or a supply agreement. The strategy is to create an annuity revenue stream that makes the best use of our production capacity and longer-term revenue planning, as compared to the turns business, which is unpredictable and uneven. A key business objective is to convert as much of our business to the design win and annuity model as is possible. We face several challenges in doing so:

 

•

Maintaining an optical design and new product sampling capability, including a high-quality and responsive optical design engineering staff, opto-mechanical engineering, and all related disciplines;

 

•

The fact that as our customers take products of this nature into higher volume, commercial production they begin to work seriously to reduce costs – which may lead them to turn to larger producers, domestic or overseas, even if sacrificing quality; and

 

•

Our small business mass means that we can only offer a moderate amount of total productive capacity before we reach financial constraints imposed by the need to make additional capital expenditures – in other words, because of our limited cash resources and cash flow, we may not be able to service every opportunity that presents itself in our markets without arranging for such additional capital expenditures.

 

Despite these challenges to winning more “annuity” business, we nevertheless believe we can be successful in procuring this business because of our unique capabilities in optical design engineering that we make available on the market to our current and potential customers looking for specific solutions to their needs. Additionally, we believe that we offer value to some customers as a source of supply in the U.S. should they be unwilling to commit to purchase their supply of critical component(s) from foreign sources. For information regarding revenue recognition related to our various revenue streams, refer to Critical Accounting Policies and Estimates in our Annual Report on Form 10-K dated June 30, 2025.

 

 

Our Key Performance Indicators:

 

Typically, on a weekly basis, management reviews a number of performance indicators, both qualitative and quantitative. These indicators change from time to time as the opportunities and challenges in the business change. These indicators are used to determine tactical operating actions and changes. We believe that our non-financial production indicators, such as those noted, are proprietary information.

 

Financial indicators that are considered key and reviewed regularly are as follows:

 

	●	Sales backlog;

	●	Revenue by product group;

	●	EBITDA and Adjusted EBITDA; and

●

Other key indicators.

 

These indicators are also used to determine tactical operating actions and changes and are discussed in more detail below. Management continues to evaluate these key indicators as we refine our strategic plan to determine whether any changes or updates to our key indicators are warranted.

 

Sales Backlog

 

We believe sales growth has been and continues to be a key indicator of success. Our best view into the efficacy of our sales efforts is in our “order book.” Our order book equates to sales “backlog.” It has a quantitative and a qualitative aspect: quantitatively, our backlog’s prospective dollar value and qualitatively, what percent of the backlog is scheduled by the customer for date-certain delivery. We monitor and evaluate our total backlog, which includes all firm orders requested by a customer that are reasonably believed to remain in the backlog and be converted into revenues. This includes customer purchase orders and may include amounts under supply contracts if they meet the aforementioned criteria.

 

Our total backlog at March 31, 2026 was approximately $110.6 million, an increase of 196%, as compared to $37.4 million as of June 30, 2025. Backlog change rates for the last five fiscal quarters are:

 

		Total Backlog				Change From				Change From
Quarter		(in thousands)				Prior Year End				Prior Quarter End
Q3 2025		$	27,423				42	%			39	%
Q4 2025		$	37,390				94	%			36	%
Q1 2026		$	86,043				130	%			130	%
Q2 2026		$	97,837				162	%			14	%
Q3 2026		$	110,557				196	%			13	%

 

The acquisition of G5 Infrared added $5.6 million of backlog, as of the Acquisition Date, during the third quarter of fiscal 2025. As of March 31, 2026, backlog for G5 Infrared products was $80.6 million, compared to $16.6 million as of June 30, 2025. Included in the increase from June 30, 2025 to March 31, 2026 are approximately $58.0 million in orders from a leading global technology customer for advanced infrared camera systems expected to ship in calendar year 2026 and 2027, as well as several other multi-million dollar orders from other customers. In addition to these G5 Infrared orders, LightPath orders contributed approximately $8.1 million to the increase in backlog during the first nine months of fiscal 2026, primarily for infrared components. The acquisition of AML also added backlog of $1.1 million as of March 31, 2026. During the first nine months of fiscal 2026, we received a significant contract renewal for advanced infrared optics for a critical international military program. The timing of multi-year contract renewals are not always consistent and, thus, backlog levels may increase substantially when annual and multi-year orders are received, and decrease as shipments are made against these orders. We anticipate that our existing annual and multi-year contracts will be renewed in future quarters.

 

 

Markets continue to experience growing demand for infrared products used in the industrial, defense, security and first responder sectors. Demand for infrared products continues to be fueled by interest in lenses made with our BD6 glass and our new BDNL materials. With the global supply of germanium concentrated in Russia and China, recent global events and increases in restrictions on the sourcing of these materials are generating renewed interest in germanium alternatives such as our proprietary BlackDiamond materials, and other materials we are currently developing under an exclusive license with the Naval Research Lab. The acquisition of AML further expands our infrared glass portfolio.

 

As we have outlined in our strategic direction, we do not expect to see significant growth in our visible components product group in the near future. Competition in that product line has grown substantially over the last few years, and some of our new molding capabilities and technologies such as free-form molded optics, might take longer than anticipated to reach full commercialization, depending on economic conditions and technology trends in the area of AR\VR.

 

In addition, order bookings for both visible and infrared components and assemblies continue to be slow in China. Domestic sales in China have also been adversely impacted by the economic downturn in China, which continues to negatively impact revenue and bookings in that region.

 

Revenue by Product Group

 

The following table sets forth revenue for our four product groups for the three and nine-month periods ended March 31, 2026 and 2025:

 

		(unaudited)
		Three Months Ended												Nine Months Ended
		March 31,								Quarter				March 31,								Year-to-Date
		2026				2025				% Change				2026				2025				% Change
Revenue
Infrared components		$	6,147,583			$	3,640,517				69	%		$	15,423,577			$	9,363,477				65	%
Visible components			3,971,593				2,838,346				40	%			11,254,273				8,901,076				26	%
Assemblies and modules			8,434,403				1,852,482				355	%			21,504,936				3,803,364				465	%
Engineering services			596,235				836,282				(29	)%			2,376,961				2,924,920				(19	)%
Total revenue		$	19,149,814			$	9,167,627				109	%		$	50,559,747			$	24,992,837				102	%

 

Three months ended March 31, 2026

 

Our revenue increased by 109% in the third quarter of fiscal 2026 compared to the same quarter of the prior fiscal year, primarily driven by increases in infrared components and assemblies and modules. While the addition of G5 Infrared revenue since acquisition was a significant contributor to these product groups, other revenue from these product groups also grew, as well as revenue from visible components. Note that G5 Infrared revenue was included for approximately half of the third quarter of the prior fiscal year.

 

Revenue generated by the infrared components product group for the third quarter of fiscal year 2026 was $6.1 million, an increase of 69%, as compared to the same quarter of the prior fiscal year. Of this increase, approximately $0.9 million is due to an increase in G5 Infrared sales of coating services and components. AML, which was acquired during the third quarter of fiscal 2026, contributed approximately $1.0 million to the increase in sales of infrared components. The remaining $0.6 million increase in revenue is primarily due to an increase in sales to defense and industrial customers in Europe.

 

Revenue from the visible components product group for the third quarter of fiscal year 2026 was $4.0 million, an increase of 40%, as compared to the same quarter of the prior fiscal year. The increase was primarily driven by increases in sales to industrial customers in the U.S., Europe and Asia. Although we do not expect significant growth in visible components revenue over the long term, demand has trended up in fiscal 2026 to date.

 

Revenue from assemblies and modules increased by $6.6 million, or 355%, for the third quarter of fiscal 2026, as compared to the same quarter of the prior fiscal year. Of this increase, approximately $6.4 million is due to an increase in G5 Infrared sales of cameras and modules, including the previously announced program with a large global technology customer. Based on our backlog, we expect continued revenue growth for this product group.

 

Revenue from engineering services decreased by $0.2 million for the third quarter of fiscal 2026, as compared to the same quarter of the prior fiscal year. The third quarter of fiscal 2025 included non-recurring revenue from a space-related funded research contracts. Visimid’s development contract with Lockheed Martin also contributed to the decrease, as the timing and dollar value of deliverables is not always consistent, which causes revenue for this product group to fluctuate from period to period. For the third quarter of fiscal 2026, the revenue recognized against this contract was less than in the third quarter of fiscal 2025.

 

 

Nine months ended March 31, 2026

 

Our revenue increased by 102% in the first nine months of fiscal 2026 compared to the same period of the prior fiscal year, primarily driven by increases in infrared components and assemblies and modules. While the addition of G5 Infrared revenue since acquisition was a significant contributor to these product groups, other revenue from these product groups also grew, as well as revenue from visible components.

 

Revenue generated by the infrared components product group for the first nine months of fiscal year 2026 was $15.4 million, an increase of 65%, as compared to the same period of the prior fiscal year. Of this increase, approximately $2.7 million is due to an increase in G5 Infrared sales of coating services and components. AML, which was acquired during the third quarter of fiscal 2026, contributed approximately $1.0 million to the increase in sales of infrared components. The remaining $2.3 million increase in revenue from infrared components is primarily due to increases in sales to defense and industrial customers in the U.S. and in Europe, which has been a consistent trend for fiscal 2026 to date.

 

Revenue from the visible components product group for the first nine months of fiscal year 2026 was $11.3 million, an increase of 26%, as compared to the same period of the prior fiscal year. The increase was primarily driven by increases in sales to industrial customers in Asia, as well as in the U.S and Europe. Although we do not expect significant growth in visible components revenue over the long term, demand has trended up in fiscal 2026 to date.

 

Revenue from assemblies and modules increased by $17.7 million, or 465%, for the first nine months of fiscal 2026, as compared to the same period of the prior fiscal year, driven by G5 Infrared sales of cameras and modules. Based on our backlog, we expect continued revenue growth for this product group.

 

Revenue from engineering services decreased $0.5 million, for the first nine months of fiscal 2026, as compared to the same period of the prior fiscal year. This decrease was primarily driven by Visimid’s development contract with Lockheed Martin, where the timing and dollar value of deliverables is not always consistent, which causes revenue for this product group to fluctuate from period to period. For the first nine months of fiscal 2026, the revenue recognized against this contract was less than in the first nine months of fiscal 2026. The third quarter of fiscal 2025 included non-recurring revenue from a space-related funded research contracts. These decreases were partially offset by non-recurring engineering revenue from another defense customer.

 

Other Key Indicators

 

Other key indicators include various qualitative and quantitative operating metrics. These indicators change from time to time as the opportunities and challenges in the business change. They are mostly non-financial indicators, such as evaluating the pipeline of sales opportunities, on time delivery trends, production yield rates by major product line, and the output and yield data from significant intermediary manufacturing processes that support the production of the finished shippable product. The data from these reports is used to determine tactical operating actions and changes. Management also assesses business performance and makes business decisions regarding our operations using certain non-GAAP measures. These non-GAAP measures are described in more detail below under the heading “Non-GAAP Financial Measures.”

 

Non-GAAP Financial Measures

 

We report our historical results in accordance with GAAP; however, our management also assesses business performance and makes business decisions regarding our operations using certain non-GAAP financial measures. We believe these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition and results of operations computed in accordance with GAAP; however, we acknowledge that our non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies use.

 

EBITDA and Adjusted EBITDA

 

EBITDA and Adjusted EBITDA are non-GAAP financial measures used by management, lenders, and certain investors as a supplemental measure in the evaluation of some aspects of a corporation’s financial position and core operating performance. Investors sometimes use EBITDA, as it allows for some level of comparability of profitability trends between those businesses differing as to capital structure and capital intensity by removing the impacts of depreciation and amortization. EBITDA also does not include changes in major working capital items, such as receivables, inventory and payables, which can also indicate a significant need for, or source of, cash. Since decisions regarding capital investment and financing and changes in working capital components can have a significant impact on cash flow, EBITDA is not necessarily a good indicator of a business’s cash flows. We use EBITDA for evaluating the relative underlying performance of our core operations and for planning purposes. We calculate EBITDA by adjusting net income to exclude net interest expense, income tax expense or benefit, depreciation and amortization, thus the term “Earnings Before Interest, Taxes, Depreciation and Amortization” and the acronym “EBITDA.”

 

We also calculate an adjusted EBITDA, which excludes, as applicable: (1) stock compensation expenses; (2) the loss on extinguishment of debt; (3) the effect of the non-cash income or expense associated with the mark-to-market adjustments, related to the warrants; (4) the effect of non-cash income or expenses associated with the fair value adjustments related to the acquisition earnout liabilities; (5) acquisition costs, including legal fees and due diligence; and (6) the effect of foreign exchange gains or losses. Management uses adjusted EBITDA to evaluate our underlying operating performance and for planning and forecasting future business operations.

 

 

We believe EBITDA and Adjusted EBITDA are helpful for investors to better understand our underlying business operations. The following table adjusts net loss to EBITDA and Adjusted EBITDA for the three and nine months ended March 31, 2026 and 2025:

 

		(unaudited)
		Three Months Ended								Nine Months Ended
		March 31,								March 31,
		2026				2025				2026				2025
Net loss		$	(4,106,287	)		$	(3,582,460	)		$	(16,404,698	)		$	(7,817,202	)
Depreciation and amortization			1,263,005				1,463,150				3,717,691				3,356,752
Income tax provision			91,390				100,031				203,216				160,192
Interest (income) expense			(271,641	)			486,833				282,235				805,246
EBITDA		$	(3,023,533	)		$	(1,532,446	)		$	(12,201,556	)		$	(3,495,012	)
Stock-based compensation			562,966				239,134				1,261,577				745,155
Loss on extinguishment of debt			—				418,502				506,280				418,502
Change in fair value of warrant liability			—				(870,554	)			—				(870,554	)
Change in fair value of acquisition earnout liabilities			3,393,000				130,445				12,234,529				130,445
Acquisition costs			145,539				—				220,175				—
Foreign exchange loss (gain)			59,195				(7,627	)			115,264				(11,701	)
Adjusted EBITDA		$	1,137,167			$	(1,622,546	)		$	2,136,269			$	(3,083,165	)
% of revenue			6	%			-18	%			4	%			-12	%

 

Our adjusted EBITDA for the quarter ended March 31, 2026 was approximately $1.1 million, compared to a loss of $1.6 million for the same quarter of the prior fiscal year. The increase in adjusted EBITDA in the third quarter of fiscal 2026 was primarily attributable to the increase in gross profit, driven by higher sales, partially offset by increased SG&A and new product development costs.

 

Our adjusted EBITDA for the nine months ended March 31, 2026 was approximately $2.1, compared to a loss of $3.1 million for the same period of the prior fiscal year. The increase in adjusted EBITDA in the first nine months of fiscal 2026 was primarily attributable to the increase in gross profit, driven by higher sales, partially offset by increased SG&A and new product development costs.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Because we are allowed to comply with the disclosure obligations applicable to a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, with respect to this Quarterly Report on Form 10-Q, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 2026, the end of the period covered by this Quarterly Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026 in reporting on a timely basis information required to be disclosed by us in the reports we file or submit under the Exchange Act.

 

There have not been any significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the nine months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company is subject, from time to time, to various legal proceedings that are incidental to the conduct of its business. The Company is not involved in any pending legal proceeding that it believes would reasonably be expected to have a material adverse effect on its financial condition or results of operations.

 

Item 1A. Risk Factors

 

Our business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K, for the year ended June 30, 2025, should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with the SEC in connection with evaluating us, our business, and the forward-looking statements contained in this Quarterly Report on Form 10-Q. During the nine months ended March 31, 2026, there have been no material changes from the risk factors previously disclosed under Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K, for the year ended June 30, 2025.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Other than as set forth below, information required by Item 701 of Regulation S-K as to all unregistered sales of equity securities of the Company during the period covered by this Quarterly Report has previously been included in Current Reports on Form 8-K filed with the SEC. 

 

On or about January 2, 2026 and April 1, 2026, the Company awarded 1,000 and 1,077 shares, respectively, of restricted stock to a consultant for services rendered with respect to investor relations services. Such shares of restricted stock vested immediately. The Company relied upon the exemption from the registration requirements of the Securities Act, provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) under the Securities Act for such issuance.

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable

 

Item 5. Other Information

 

(a) On March 23, 2026 (the “Grant Date”), the Company’s Board of Directors approved equity awards to Shmuel Rubin, the Company’s Chief Executive Officer, and Albert Miranda, the Company’s Chief Financial Officer, under the Company’s 2018 Stock and Incentive Compensation Plan (the “Plan”).

 

Restricted Stock Unit Awards

 

Pursuant to these approvals, (i) Mr. Rubin received an award of 375,000 restricted stock units and (ii) Mr. Miranda received an award of 75,000 restricted stock units. The restricted stock units vest in three equal annual installments, subject to continued service through the applicable vesting dates.

 

Option Awards

 

Pursuant to these approvals, (i) Mr. Rubin received an option to purchase up to a maximum of 2,550,000 shares of Common Stock that could be earned over a five-year performance period following the Grant Date and (ii) Mr. Miranda received an option to purchase up to a maximum of 425,000 shares of Common Stock that could be earned over a three-year performance period following the Grant Date, each subject to the achievement of certain performance targets set forth in the applicable award agreements.  Such awards are intended to align management’s incentives with the creation of long-term stockholder value and to incentivize the achievement of extraordinary growth in the Company’s revenue and operating profitability relative to the Company’s historical growth rates. The Company determined that structuring the award with performance-based vesting conditions tied to substantial increases in revenue and adjusted EBITDA growth appropriately links potential realizable value to the Company’s financial performance and stockholder returns.

 

The option award will vest, if at all, in tranches based on the achievement of specified revenue and adjusted EBITDA targets at multiple levels, with vesting at each level conditioned on the Company satisfying both applicable revenue and adjusted EBITDA criteria. Vesting begins only upon the attainment of a threshold that reflects a substantial multiple of the Company’s current revenue and a corresponding meaningful increase in adjusted EBITDA, with only a small portion of the maximum option amount eligible to vest at such initial level. The vast majority of the award is conditioned on the achievement of significantly higher performance thresholds.

 

The stock options have an exercise price of $10.53 per share and have a term of 10 years from the date of grant.

 

The awards are subject to the terms of the Plan and the applicable award agreements, including provisions regarding termination of service, change in control, and other customary terms.

 

The foregoing summary of awards are subject to, and qualified in their entirety by, the full text each of the restricted stock unit award agreement and option award agreement, the full text of the form of award agreements incorporated herein by reference. 

 

(c) During the nine months ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

  

 

 

Item 6. Exhibits

 

The following exhibits are filed herewith as a part of this report.

 

Exhibit Number		Description
10.1		Asset Purchase Agreement, dated January 20, 2026, by and among LightPath Technologies, Inc., Amorphous Materials, LLC, a Delaware limited liability company, Amorphous Materials, Inc., a Texas corporation and other parties thereto, which was filed as Exhibit 10.1 to our Current Report on Form 8-K (File No: 000-2758) filed with the Securities and Exchange Commission on January 23, 2026, and is incorporated herein by reference thereto.
10.2*		Form of Restricted Stock Unit Agreement
10.3*		Form of Stock Option Award Agreement
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 of Chapter 63 of Title 18 of the United States Code
101.INS		Inline XBRL Instance Document *
101.SCH		Inline XBRL Taxonomy Extension Schema Document *
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document *
104		Cover Page Interactive Data File – formatted in Inline XBRL and contained in Exhibit 101 *

 

*filed herewith

**furnished, not filed

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	LIGHTPATH TECHNOLOGIES, INC.
Date: May 7, 2026	By:	/s/ Shmuel Rubin
		Shmuel Rubin
		President and Chief Executive Officer
Date: May 7, 2026	By:	/s/ Albert Miranda
		Albert Miranda
		Chief Financial Officer