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FORM10-Q (Mark One) ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission file number000-27548 LIGHTPATH TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) TheNasdaqStock 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 SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting 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 forcomplying 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: 45,426,924shares of Class A common stock, $0.01 par value, outstanding as of November [X], 2025. LIGHTPATH TECHNOLOGIES, INC.Form 10-Q Index Page Item Cautionary Note Concerning Forward-Looking Statements3 Part I Financial Information Item 1Financial Statements4Unaudited Condensed Consolidated Balance Sheets4Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)5Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity6Unaudited Condensed Consolidated Statements of Cash Flows7Notes to Unaudited Condensed Consolidated Financial Statements8Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations25Results of Operations27Liquidity and Capital Resources29Critical Accounting Policies and Estimates30How We Operate30Non-GAAP Financial Measures33Item 3Quantitative and Qualitative Disclosures about Market Risk34Item 4Controls and Procedures34 Part II Other Information Item 1Legal Proceedings35Item 1ARisk Factors35Item 2Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities35Item 3Defaults Upon Senior Securities35Item 4Mine Safety Disclosures35Item 5Other Information35Item 6Exhibits36 Signatures37 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 “QuarterlyReport”) 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 PrivateSecurities 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 comparableterminology. 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 marginproducts;·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,opi