lpth_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission file number 000-27548

LIGHTPATH TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

86-0708398

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2603 Challenger Tech Ct. Suite 100

Orlando, Florida 32826

(Address of principal executive offices)

(ZIP Code)

(407) 382-4003

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.01		LPTH		The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

45,426,924 shares of Class A common stock, $0.01 par value, outstanding as of November [X], 2025.

LIGHTPATH TECHNOLOGIES, INC.

Form 10-Q

Index

Item		Page

Cautionary Note Concerning Forward-Looking Statements		3

Part I Financial Information

Item 1	Financial Statements	4
	Unaudited Condensed Consolidated Balance Sheets	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity	6
	Unaudited Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Results of Operations	27
	Liquidity and Capital Resources	29
	Critical Accounting Policies and Estimates	30
	How We Operate	30
	Non-GAAP Financial Measures	33
Item 3	Quantitative and Qualitative Disclosures about Market Risk	34
Item 4	Controls and Procedures	34

Part II Other Information

Item 1	Legal Proceedings	35
Item 1A	Risk Factors	35
Item 2	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	35
Item 3	Defaults Upon Senior Securities	35
Item 4	Mine Safety Disclosures	35
Item 5	Other Information	35
Item 6	Exhibits	36

Signatures		37

Table of Contents

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (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:

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

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

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

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

	·	our ability to remain competitive through differentiating technology;

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

	·	our ability to successfully create a sustainable annuity revenue stream;

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

	·	our expectations regarding the performance and demand of our products;

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

	·	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.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

LIGHTPATH TECHNOLOGIES, INC.
Condensed Consolidated Balance Sheets
(unaudited)
	September 30,			June 30,
Assets	2025			2025
Current assets:
Cash and cash equivalents	$	11,507,418		$	4,877,036
Trade accounts receivable, net of allowance of $30,005 and $24,495		9,594,379			9,455,310
Inventories, net		12,862,173			12,858,838
Prepaid expenses and deposits		1,178,776			1,142,661
Other current assets		12,350			40,150
Total current assets		35,155,096			28,373,995

Property and equipment, net		15,016,029			15,864,061
Operating lease right-of-use assets		7,688,839			7,429,378
Intangible assets, net		15,537,398			15,987,923
Goodwill		13,753,921			13,753,921
Deferred tax assets, net		22,241			22,571
Other assets		86,726			73,917
Total assets	$	87,260,250		$	81,505,766
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	5,499,734		$	7,421,430
Accrued liabilities		8,225,366			5,686,396
Accrued payroll and benefits		2,343,821			2,359,152
Operating lease liabilities, current		1,338,632			1,254,062
Loans payable, current portion		144,143			172,567
Finance lease obligation, current portion		202,328			206,518
Total current liabilities		17,754,024			17,100,125

Deferred tax liabilities, net		152,985			152,760
Accrued liabilities, noncurrent		4,500			823,000
Finance lease obligation, less current portion		370,422			421,363
Operating lease liabilities, noncurrent		8,440,693			8,326,250
Loans payable, less current portion		4,867,298			4,804,990
Total liabilities		31,589,922			31,628,488

Commitments and Contingencies

Series G Convertible Preferred Stock; $0.01 par value; 44,000 shares authorized; 24,956 shares issued and outstanding	$	34,232,510		$	34,232,510

Stockholders’ equity:
Preferred stock: Series D, $0.01 par value, voting;
500,000 shares authorized; none issued and outstanding		—			—
Common stock: Class A, $0.01 par value, voting;
94,500,000 shares authorized;
44,670,213 and 42,949,307 shares issued and outstanding		446,702			429,493
Additional paid-in capital		253,529,806			244,953,346
Accumulated other comprehensive income		1,071,069			978,686
Accumulated deficit		(233,609,759	)		(230,716,757	)
Total stockholders’ equity		21,437,818			15,644,768
Total liabilities, convertible preferred stock and stockholders’ equity	$	87,260,250		$	81,505,766

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

Table of Contents

LIGHTPATH TECHNOLOGIES, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
(unaudited)

	Three Months Ended
	September 30,
	2025			2024
Revenue, net	$	15,058,281		$	8,400,381
Cost of sales		10,575,709			5,555,952
Gross profit		4,482,572			2,844,429
Operating expenses:
Selling, general and administrative		4,383,870			3,270,583
New product development		867,428			476,441
Amortization of intangible assets		450,524			395,776
Change in fair value of acquisition liabilities		1,282,529			—
Loss on disposal of property and equipment		3,999			78,437
Total operating expenses		6,988,350			4,221,237
Operating loss		(2,505,778	)		(1,376,808	)
Other expense:
Interest expense, net		(268,853	)		(149,360	)
Other expense, net		(37,101	)		(80,941	)
Total other expense		(305,954	)		(230,301	)
Loss before income taxes		(2,811,732	)		(1,607,109	)
Income tax provision		81,270			15,636
Net loss	$	(2,893,002	)	$	(1,622,745	)
Foreign currency translation adjustment		92,383			271,594
Comprehensive loss	$	(2,800,619	)	$	(1,351,151	)
Loss per common share (basic)	$	(0.07	)	$	(0.04	)
Number of shares used in per share calculation (basic)		43,287,933			39,561,480
Loss per common share (diluted)	$	(0.07	)	$	(0.04	)
Number of shares used in per share calculation (diluted)		43,287,933			39,561,480

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

Table of Contents

LIGHTPATH TECHNOLOGIES, INC.

Condensed Consolidated Statements of Changes in Stockholders' Equity

(unaudited)

	Temporary Equity											Accumulated
	Series G Convertible				Class A				Additional			Other					Total
	Preferred Stock				Common Stock				Paid-in			Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Income		Deficit			Equity
Balances at June 30, 2025		24,956	$	34,232,510		42,949,307	$	429,493	$	244,953,346		$	978,686	$	(230,716,757	)	$	15,644,768
Issuance of common stock for:		—		—
Exercise of stock options, RSUs & RSAs, net		—		—		8,583		86		(86	)		—		—			—
Issuance of common stock under private equity placement		—		—		1,600,000		16,000		7,878,045			—		—			7,894,045
Issuance of common stock for acquisition of Visimid		—		—		112,323		1,123		348,877			—		—			350,000
Stock-based compensation on stock options, RSUs & RSAs		—		—		—		—		349,624			—		—			349,624
Foreign currency translation adjustment		—		—		—		—		—			92,383		—			92,383
Net loss		—		—		—		—		—			—		(2,893,002	)		(2,893,002	)
Balances at September 30, 2025		24,956	$	34,232,510		44,670,213	$	446,702	$	253,529,806		$	1,071,069	$	(233,609,759	)	$	21,437,818


Balances at June 30, 2024		—		—		39,254,643	$	392,546	$	245,140,758		$	509,936	$	(215,843,575	)	$	30,199,665
Issuance of common stock for:
Employee Stock Purchase Plan		—		—		8,232		82		10,290			—		—			10,372
Exercise of Stock Options, RSUs & RSAs, net		—		—		70,309		703		(703	)		—		—			—
Issuance of common stock for acquisition of Visimid		—		—		279,553		2,796		318,562			—		—			321,358
Stock-based compensation on stock options, RSUs & RSAs		—		—		—		—		264,475			—		—			264,475
Foreign currency translation adjustment		—		—		—		—		—			271,594		—			271,594
Net loss		—		—		—		—		—			—		(1,622,745	)		(1,622,745	)
Balances at September 30, 2024		—		—		39,612,737	$	396,127	$	245,733,382		$	781,530	$	(217,466,320	)	$	29,444,719

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

Table of Contents

LIGHTPATH TECHNOLOGIES, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
	Three Months Ended September 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(2,893,002	)	$	(1,622,745	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,218,948			989,562
Interest from amortization of loan issuance costs		38,312			45,833
Amortization of fair value of loan		52,544			—
Change in fair value of acquisition earnout liabilities		1,282,529			—
Loss on disposal of property and equipment		3,999			78,437
Stock-based compensation on stock options, RSUs & RSAs, net		359,661			264,475
Provision for credit losses		(5,390	)		—
Change in operating lease assets and liabilities		(60,448	)		(25,779	)
Inventory write-offs to allowance		—			21,770
Deferred taxes		555			5,558
Changes in operating assets and liabilities, net of acquisitions:
Trade accounts receivable		(133,679	)		(267,909	)
Other current assets		27,800			128,959
Inventories		(3,335	)		(260,915	)
Prepaid expenses and deposits		127,786			(91,079	)
Accounts payable and accrued liabilities		(1,159,122	)		(966,368	)
Net cash used in operating activities		(1,142,842	)		(1,700,201	)

Cash flows from investing activities:
Purchase of property and equipment		(77,014	)		(79,732	)
Proceeds from sale of equipment		—			10,648
Net cash used in investing activities		(77,014	)		(69,084	)

Cash flows from financing activities:
Proceeds from sale of common stock from Employee Stock Purchase Plan		—			10,372
Proceeds from issuance of common stock under private equity placement, net of fees		7,894,045			—
Deferred payment for acquisition of Visimid		—			(125,000	)
Borrowings on loans payable		—			3,000,000
Loan issuance costs		—			(300,000	)
Payments on loans payable		(57,107	)		(53,695	)
Repayment of finance lease obligations		(55,398	)		(43,444	)
Net cash provided by financing activities		7,781,540			2,488,233
Effect of exchange rate on cash and cash equivalents		68,698			81,421
Change in cash and cash equivalents		6,630,382			800,369
Cash and cash equivalents, beginning of period		4,877,036			3,480,268
Cash and cash equivalents, end of period	$	11,507,418		$	4,280,637

Supplemental disclosure of cash flow information:
Interest paid in cash	$	177,963		$	20,990