LIGHTPATH TECHNOLOGIES INC

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.