Lightpath Technologies Inc DEF 14A, filed Oct 28, 2025

Lightpath Technologies Inc (LPTH)

DEF 14A 2025-10-28 For: 2025-10-23

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Added on June 12, 2026

About this DEF 14A

Lightpath Technologies Inc filed this DEF 14A on October 28, 2025.

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☐	Preliminary Proxy Statement
☐	Confidential, For use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

☒	No fee required.
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1.	To elect three Class I Directors to our Company’s Board of Directors to hold office until the fiscal year 2029 Annual Meeting of Stockholders;

2.	To hold a stockholder advisory vote on the compensation of our named executive officers disclosed in this Proxy Statement under the section titled “Executive Compensation,” including the compensation tables and other narrative executive compensation disclosures therein, required by Item 402 of Securities and Exchange Commission Regulation S-K (the “say-on-pay vote”);

3.	To approve Amendment No. 2 to the 2018 Stock and Incentive Compensation Plan (the “2018 SICP”) increasing the number of shares available for future grants thereunder by 2,500,000 shares of Class A Common Stock (the “Plan Amendment”);

4.	To ratify the appointment of BDO USA, P.C. (“BDO”), as our independent registered public accounting firm for the fiscal year ending June 30, 2026; and

5.	To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

	Sincerely,

		/s/ Shmuel Rubin
		Shmuel Rubin President & Chief Executive Officer, Director
		/s/ M. Scott Faris
		M. Scott Faris Chair of the Board

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE PROPOSAL		1

PROPOSAL 1 – ELECTION OF DIRECTORS		8

CORPORATE GOVERNANCE		12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		17

EXECUTIVE COMPENSATION		19

DIRECTOR COMPENSATION		28

PROPOSAL 2 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION		36

PROPOSAL 3 - APPROVAL OF AMENDMENT NO. 2 TO THE 2018 SICP INCREASING THE NUMBER OF SHARES AVAILABLE FOR FUTURE GRANTS THEREUNDER BY 2,500,000 SHARES		37

PROPOSAL 4 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		42

AUDIT COMMITTEE REPORT		43

OTHER BUSINESS		44

2025 ANNUAL REPORT ON FORM 10-K		44

APPENDIX A		45

Proposal	Board Recommendation	Voting Choices		Vote Required for Approval	Effect of Abstentions	Effect of Broker Non-Votes
1 – Election of three Class I director nominees (“Proposal 1”)	FOR	·	Vote “For” any or all of the nominees listed	Plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled vote.	No effect	No effect
		·	Vote “Withhold” to withhold your vote for any or all of the nominees listed

2 - Approval on an advisory, non-binding basis the compensation of our named executive officers (“Proposal 2”)	FOR	·	Vote “For” the approval of the compensation of our named executive officers	Majority of the shares having voting power present in person or represented by proxy at the Annual Meeting	Treated as votes against this proposal	No effect
		·	Vote “Against” the approval of the compensation of our named executive officers
		·	Abstain from voting on this proposal

3 - Approval of the Plan Amendment (“Proposal 3”)	FOR	·	Vote “For” the plan amendment	Majority of the shares having voting power present in person or represented by proxy at the Annual Meeting	Treated as votes against this proposal	No effect
		·	Vote “Against” the plan amendment

		·	Abstain from voting on this proposal

4 – Ratification of the appointment of BDO as our independent registered public accounting firm (“Proposal 4”)	FOR	·	Vote “For” the ratification of the appointment	Majority of the shares having voting power present in person or represented by proxy at the Annual Meeting	Treated as votes against this proposal	No effect; Brokers have discretion to vote
		·	Vote “Against” the ratification of the appointment
		·	Abstain from voting on this proposal

·	By Internet or Telephone. To vote by proxy via the Internet, simply follow the instructions described on the notice or proxy card. To vote by proxy via the telephone within the United States and Canada, use the toll-free number on the notice or proxy card.

·	By Mail. To vote by mail using the proxy card, simply complete, sign, and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

·	By Internet or Telephone. You may vote through the Internet or by telephone only if your broker, bank, or other agent makes these methods available, in which case the instructions will be included with the proxy materials. If you want to vote electronically at the virtual Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent, follow the instructions from your broker, bank, or agent included with these proxy materials, or contact your broker, bank, or other agent to request a proxy form.

·	By Mail. You should have received a proxy card and voting instructions with these proxy materials from the broker, bank, or other agent holding your shares rather than from us. To vote by mail, simply complete and mail the proxy card or voting instruction form to ensure that your vote is counted.

	·	FOR each of the Class I director nominees listed under Proposal 1;
	·	FOR the compensation of our named executive officers under Proposal 2;
	·	FOR the approval of the Plan Amendment under Proposal 3; and
	·	FOR the ratification of BDO as our independent registered public accounting firm under Proposal 4.

	·	submitting a new proxy with a later date;

	·	sending written notice of revocation to our Corporate Secretary at 2603 Challenger Tech Court, Suite 100, Orlando, Florida USA 32826 in time for her to receive it before the Annual Meeting; or

	·	voting electronically at the Annual Meeting. Simply participating virtually at the Annual Meeting will not, by itself, revoke your proxy.

Name	Class	Audit	Compensation	Finance	Nominating & Corporate Governance
Dr. Joseph Menaker	I
Darcie Peck	I
Mark Caylor*	I
M. Scott Faris, Chair	II
S. Eric Creviston	II
Thomas Ellis	II
Kim Crider	III
Shmuel Rubin	III
Committee Chair:		Peck	Faris	Creviston	Faris

Dr. Joseph Menaker, 68 Director	Dr. Menaker was appointed to the Board in November 2018, and prior to that was a consultant to the Board beginning in March 2018, and prior to that was a consultant to us beginning in December 2016. From 1998 to 2016, he served as President of ISP, and as a director of its wholly owned subsidiary, ISP Latvia, until we acquired ISP in December 2016. Dr. Menaker is a graduate of Latvian State University, where he received his Bachelor and Master of Science degrees in Economics. In 1985, Dr. Menaker received a Doctor of Philosophy degree in Economics from Leningrad Institute of Finance and Economics. He co-founded UAV Factory Ltd. (“UAVF”) in Latvia in 2009 and served as its CEO from January 2017 to January 2021. Dr. Menaker continues to serve as a member of the Board of Directors for UAVF, which became part of Edge Autonomy Holdings. Edge Autonomy Holdings is a leading manufacturer of unmanned aerial vehicles. Dr. Menaker is also a Board Member of Alpha Unmanned Systems, Spanish Company specializing in the unmanned rotary systems. He also serves as a board member for Tsal Kaplun Foundation, a non-profit organization. Dr. Menaker’s expertise gained in various roles in financial management, international operations, and manufacturing high tech products and their applications for over thirty years, coupled with his knowledge gained as a researcher and analyst in economics provide invaluable knowledge to our Board and qualify him for service as one of our directors.

Darcie Peck, 67 Director	Ms. Peck has served as one of our directors since November 2019. Ms. Peck served as a consultant to the Board beginning in April 2019. Prior to that she served as a Managing Partner of a start-up employee engagement consultancy firm from June 2017 through February 2019 and she currently works with and advises private companies in short and long term cash, capital planning and strategies. From May 2013 until February 2016, Ms. Peck served as the Vice President Finance, Global Services for IMS Health Inc. (“IMS Health,” now IQVIA Holdings Inc.), a technology and analytics company serving life sciences companies near Danbury, Connecticut. From November 2009 until May 2013, Ms. Peck was Vice President Financial Planning and Analysis for IMS Health. From May 2002 through November 2009, Ms. Peck was Vice President Finance and Investor Relations for IMS Health. Prior to that, Ms. Peck was Vice President Finance, IBM Software Group (a division of International Business Machines Corp., or “IBM”) in Somers, New York from March 2001 to May 2002. From 1982 through to 2001, she held progressively increasing leadership responsibilities at IBM in finance, including Chief Financial Officer and General Manager of several acquired companies in technology, manufacturing, and computer leasing. Ms. Peck earned a Bachelor of Arts degree in Biology at the University of Rochester and a Master’s degree in Business Administration from New York University Stern Graduate School of Business Administration. Ms. Peck’s expertise in executive leadership, financial and strategic planning, investor relations, international business, general management, business and pricing acumen, and high technology manufacturing process knowledge, uniquely qualifies her for service as one of our directors.
Mark Caylor, 61 Director	Mr. Caylor has served as a director of the Company since October 9, 2025. Prior to joining the Board, from January 2018 to July 2024, Mr. Caylor served as the corporate vice president and president of Northrop Grumman’s Mission Systems sector, a global provider of advanced solutions for defense and intelligence customers. In this role, Mr. Caylor oversaw the development and production of large-scale, mission-critical systems and complex hardware and software products. Mr. Caylor earned a bachelor’s degree in aeronautical and astronautical engineering from the Massachusetts Institute of Technology, a master’s degree in aeronautics and astronautics from the California Institute of Technology and a master’s degree in business administration from UCLA’s Anderson School of Management. Mr. Caylor’s proven track record in various roles of executive leadership coupled with his financial and technology management acumen qualifies him for service as one of our directors. As further discussed below, Mr. Caylor was nominated to the Board by a security holder.

	Securities
	Class A Common Stock (2)												Series G Preferred Stock (2)
Name and Address (1)	Restricted (3)		Common Stock		Stock Options		Number of Shares Beneficially Owned			Percentage Beneficially Owned			Number of Shares Beneficially Owned		Percentage Beneficially Owned			Combined Voting Power (2)
M. Scott Faris, Chair		464,560		3,940		—		468,500			1.0	%		—		—			1.0	%
Dr. Joseph Menaker, Director		249,093		—		—		249,093		*				—		—		*
Darcie Peck, Director		63,151		159,655		—		222,806	(4)	*				—		—		*
S. Eric Creviston, Director		19,355		152,057		—		171,412		*				—		—		*
Kim Crider, Director		19,355		49,796		—		69,151		*				—		—		*
Thomas B. Ellis, Director (5)		6,968		—		—		12,837,694			22.0	%		9,331,437		80.4	%		22.0	%
Mark Caylor, Director		—		—		—		—			—			—		—			—
Shmuel Rubin, CEO		138,938		227,722		225,000		591,660			1.3	%		—		—			1.3	%
Albert Miranda, CFO		60,318		55,236		75,000		190,554		*				—		—		*
All directors and executive officers currently holding office as a group (9 persons)		1,021,738		648,406		300,000		14,800,869			24.8	%		9,331,437		80.4	%		24.3	%

Greater than 5% beneficial owners:
North Run Affiliated Funds (5)		—		—		—		12,837,693			22.0	%		9,331,437		80.4	%		22.0	%

	(1)	Except as otherwise noted, the address for all directors and officers is “in care of” LightPath Technologies, Inc., 2603 Challenger Tech Court, Suite 100, Orlando, Florida 32826.

	(2)	Each share of Class A Common Stock is entitled to one vote, and each share of Series G Preferred Stock entitles its holder to a number of votes equal to the whole number of shares of Class A Common Stock into which a share of Series G Preferred Stock can be converted.

		The beneficial ownership information shown in the table under “Class A Common Stock” includes the number of shares of Class A Common Stock held by such holder, as well as shares of our Class A Common Stock such holder could acquire within 60 days of September 24, 2025, including by converting shares of Series G Preferred Stock or notes, exercising warrants or options, or upon settlement of restricted stock. The beneficial ownership information shown in the table under “Series G Preferred Stock” reflects the maximum number of shares of Series G Preferred Stock that may be converted into shares of Class A Common Stock. Each share of Series G Preferred Stock is currently convertible into a number of shares of Class A Common Stock based on the stated value of such share and any declared and unpaid dividends divided by an initial conversion price of $2.15.

		The percentage reported under “Combined Voting Power” represents the holder’s voting power with respect to all of our shares of Class A Common Stock and Series G Preferred Stock outstanding as of September 24, 2025, voting as a single class, as to each holder, including any shares of Class A Common Stock that such holder could acquire by exercising the warrants or options or upon vesting of restricted stock, as such securities confer no voting power until the issuance of Class A Common Stock upon their exercise or settlement.

	(3)	Historically, restricted stock units (“RSUs”) awarded to our directors vest over three years. Beginning with the November 2021 grants, RSUs awarded to our directors now vest over one year, to more accurately reflect the period of service. Except for S. Eric Creviston and Kim Crider, our directors have elected to defer receipt of the vested shares until after they leave the Board, either by reason of resignation, termination, or otherwise. For the directors who have elected to defer, the vested shares remain unissued. All of the directors’ unvested RSUs will vest upon such director’s resignation or termination from the Board. The amounts of restricted stock set forth above reflects both vested and unvested shares included in the RSU awards. As of October 24, 2025, the amounts of vested and unissued shares for each director, other than Mr. Rubin, are as follows: Mr. Faris - 445,205, Dr. Menaker - 229,738, and Ms. Peck- 43,796; Mr. Creviston, Ms. Crider and Mr. Caylor do not have any vested and unissued shares.

	(4)	Includes 22,500 shares of Class A Common Stock, which are held by Ms. Peck’s husband.

	(5)	The address for (i) North Run, (ii) North Run Strategic Opportunities Fund I GP, LLC (“North Run Opportunities”), (iii) North Run - Due North Partners, LP, (iv) North Run GP LP, (v) North Run Advisors, LLC, and (vi) Thomas B. Ellis (collectively, the “North Run Affiliated Funds”), as jointly filed on a Schedule 13D on February 25, 2025, is 867 Boylston St., 5th Floor #1361, Boston, MA 02116. Mr. Ellis is a member of each of North Run Advisors, LLC and North Run Opportunities. North Run Advisors, LLC is the general partner of North Run GP, LP, which is the general partner of North Run. Due North Partners, LP. North Run Strategic Opportunities Fund I GP, LLC is the general partner of North Run. North Run and North Run - Due North Partners, LP directly beneficially own 12,837,693 shares of Class A Common Stock, which are issuable upon exercise of the Warrants and/or conversion of the shares of Series G Preferred Stock.

	·	Shmuel Rubin, our current President and Chief Executive Officer, and a director;

	·	Albert Miranda, our current Chief Financial Officer.

	·	the annual reviews made by the Chief Executive Officer with respect to the performance of our other named executive officer;

	·	the annual review conducted by the Compensation Committee with respect to the performance of the Chief Executive Officer;

	·	compensation paid to executive officers of other manufacturing companies similar in size and scope as us and our competitors; and

	·	our annual performance with respect to our short-term and long-term strategic plan.

Name	Class A common stock		Stock Options (1)		Restricted Stock Units		Restricted Stock Awards		Total Amount of Shares of Class A Common Stock Beneficially Owned		Stock Price at June 30, 2025		Market Value at June 30, 2025		Base Salary		% of Salary
Shmuel Rubin		227,722		108,442		138,938		—		475,102	$	3.05	$	1,449,061	$	397,115		365	%
Albert Miranda		55,236		737		60,318		—		116,291	$	3.05	$	354,688	$	255,288		139	%

													Non-Equity
								Stock			Option		Incentive Plan		All Other Compensation		Total
Name and Position	Fiscal	Salary			Bonus			Awards			Awards		Compensation		Compensation		($)
	Year	($)			($)			($) (1)			($) (2)		($)		($) (3)
(a)	(b)	(c)			(d)			(e)			(f)		(g)		(i)		(j)
Shmuel Rubin	2025	$	405,500	(4)		201,585	(4)	$	85,790	(4)		—		—		—	$	692,875
President & Chief Executive Officer	2024	$	378,092	(4)		-	(4)	$	82,490	(4)		—		—		—	$	478,042
Albert Miranda	2025	$	260,700	(5)		102,211	(5)	$	37,245	(5)		—		—		—	$	400,156
Chief Financial Officer	2024	$	243,059	(5)		—	(5)	$	35,813	(5)		—		—		—	$	292,537

	(2)	For valuation assumptions on stock option awards refer to Note 10 to the Consolidated Financial Statements of our Annual Report on Form 10-K for fiscal year 2025. The disclosed amounts reflect the fair value of the stock option awards that were earned during the fiscal years ended June 30, 2025 and 2024 in accordance with FASB ASC Topic 718.

	(3)	“All Other Compensation,” as defined by SEC rules does not include the amounts that qualify under the applicable de minimis rule for all periods presented. The de minimis rules does not require reporting of perquisites and other compensation that totals less than $10,000 in the aggregate. For fiscal year 2025 and 2024, the named executive officers did not receive any compensatory items, other than those benefits generally available to our employees.

	(4)	Mr. Rubin’s base salary was 59% and 79% of his total compensation for fiscal years 2025 and 2024, respectively. For fiscal year 2025 Mr. Rubin was awarded a special bonus upon successful completion of the acquisition of G5 Infrared, LLC, which was paid in October 2025. For fiscal year 2025, Mr. Rubin was granted an RSU Award in connection with the 2025 Retention RSU Award and for fiscal year 2024, Mr. Rubin was granted an RSU award in connection with the 2024 Retention RSU Award. The amounts in the table reflect the fair value of these awards in accordance with FASB ASC Topic 718. For additional information with respect to this grant, including the vesting schedules, please see “Discussion of Summary Compensation Table of Named Executive Officers” below.

	(5)	Mr. Miranda’s base salary was 65% and 83% of his total compensation for fiscal years 2025 and 2024, respectively. For fiscal year 2025 Mr. Miranda was awarded a special bonus upon successful completion of the acquisition of G5 Infrared, LLC, which was paid in October 2025. For fiscal year 2025, Mr. Miranda was granted an RSU Award in connection with the 2025 Retention RSU Award and for fiscal year 2024, Mr. Miranda was granted an RSU award in connection with the 2024 Retention RSU Award. The amount in the table reflects the fair value of this award in accordance with FASB ASC Topic 718. For additional information with respect to these grants, including the vesting schedules, please see “Discussion of Summary Compensation Table of Named Executive Officers” below.

						Compensation Expense (1)
						Actual		Actual		Projected		Projected		Projected
Grant	Number		Number of			Fiscal 2024		Fiscal 2025		Fiscal 2026		Fiscal 2027		Fiscal 2028
Date	of Shares		Vested Shares			$		$		$		$		$
Stock Option Grants
2/24/2020		225,000		225,000	(2)	$	38,466	$	-	$	-	$	-	$	-

RSUs
2/24/2020		100,000		100,000	(3)	$	40,538	$	-	$	-	$	-	$	-
11/11/2021		42,416		42,416	(4)		26,579		8,859		-		-		-
11/17/2022		67,219		44,813	(4)		26,887		26,888		8,962		-		-
1/31/2024		118,108		39,369	(4)		22,420		53,838		53,838		31,713		-
3/7/2025		37,793		-	(5)		-		12,806		33,179		28,599		11,206
						$	116,424	$	102,391	$	95,979	$	60,312	$	11,206

RSAs
1/2/2023		12,118		12,118	(6)	$	3,694	$	-	$	-	$	-	$	-

(1)	Compensation expense for grants of stock options, RSUs and restricted stock awards (“RSAs”) are recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(2)	Represents the number of shares vested as of June 30, 2025. On each of the first, second, and third anniversaries of the grant date, 50,000 shares underlying the stock option vested; the remaining 75,000 shares underlying the stock option vested on the fourth anniversary of the grant date.
(3)	Represents the number of shares vested as of June 30, 2025. One-half of the RSUs granted vest on each of the third and fourth anniversaries of the grant date.
(4)	Represents the number of shares vested as of June 30, 2025. One-third of the RSUs granted vest on each of the first, second and third anniversaries of the grant date.
(5)	Represents the number of shares vested as of June 30, 2025. One-third of the RSUs granted vest on November 20, 2025, 2026 and 2026, respectively.
(6)	Represents the number of shares vested as of June 30, 2025. One-fourth of the RSAs granted vested immediately, and one-fourth vested at the beginning of each of the second, third and fourth calendar quarters.

(1)	Compensation expense for grants of stock options or RSUs is recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(2)	The number of shares vested are as of June 30, 2025. One-fourth of the stock option shares vested on each of the first, second, third and fourth anniversaries of the grant date.
(3)	Represents the number of shares vested as of June 30, 2025. One-third of the RSUs grant vested on each of the first, second and third anniversaries of the grant date.
(4)	Represents the number of shares vested as of June 30, 2025. One-third of the RSUs granted vest on November 20, 2025, 2026 and 2026, respectively.
(5)	Represents the number of shares vested as of June 30, 2024. One-fourth of the RSAs granted vested immediately, and one-fourth vest at the beginning of each of the second, third and fourth calendar quarters.

	Fees Earned or		Stock		All Other
	Paid in Cash		Awards		Compensation		Total
Name (1)	($)(2)		($)(3)		($)		($)
(a)	(b)		(c)		(g)		(h)
M. Scott Faris, Chair	$	55,000	$	60,000	$	-	$	115,000
Dr. Joseph Menaker	$	36,000	$	60,000	$	-	$	96,000
Darcie Peck	$	44,000	$	60,000	$	-	$	104,000
S. Eric Creviston	$	40,000	$	60,000	$	-	$	100,000
Kim Crider	$	36,000	$	60,000	$	-	$	96,000
Thomas Ellis (4)	$	13,500	$	21,600	$	-	$	35,100

(1)	Shmuel Rubin, our President and Chief Executive Officer during fiscal year 2024, is not included in this table as he was an employee and, thus, received no compensation for his services as a director. The compensation received by Mr. Rubin as an employee is disclosed in the Summary Compensation Table on page 23.

(2)	Total fees earned for fiscal year 2025 includes all fees earned, including earned but unpaid fees. The amounts of unpaid fees for each director as of June 30, 2025, were as follows: Mr. Faris - $13,750, Dr. Menaker - $9,000, Ms. Peck - $11,000, Mr. Creviston - $10,000, Ms. Crider - $9,000, and Mr. Ellis - $9,000.

(3)	The table reflects the fair value amount for RSUs granted for the fiscal year ended June 30, 2025, in accordance with ASC Topic 718. The directors were entitled to a restricted stock award equal to $60,000. The Company has a policy of granting performance-related stock options and RSUs at the greater of the closing bid price of our Class A common stock on the grant date or the book value per share of our Class A common stock as of the end of the most recent fiscal quarter. The fiscal year 2025 director award of 19,355 RSUs was based on the closing bid price of our Class A common stock on the grant date, or $3.10.

(4)	Compensation for Mr. Ellis was pro-rated for the period starting when he was appointed to the board, or February 18, 2025, through the end of the fiscal year.

	Board Fee		Chair Fee		Committee Chair Fee		Total Fees Earned for Fiscal Year 2025
M. Scott Faris	$	36,000	$	15,000	$	4,000	$	55,000
Dr. Joseph Menaker	$	36,000					$	36,000
Darcie Peck	$	36,000			$	8,000	$	44,000
S. Eric Creviston	$	36,000			$	4,000	$	40,000
Kim Crider	$	36,000					$	36,000
Thomas Ellis	$	13,500					$	13,500
Shmuel Rubin (1)	$	-					$	-

	Restricted Stock Units
Name of Director (1)	Number of Units Granted		Grant Date	Fair Value Per Share
M. Scott Faris, Chair		19,355	16-06-25	$	3.10
Dr. Joseph Menaker		19,355	16-06-25	$	3.10
Darcie Peck		19,355	16-06-25	$	3.10
S. Eric Creviston		19,355	16-06-25	$	3.10
Kim Crider		19,355	16-06-25	$	3.10
Thomas Ellis		6,968	16-06-25	$	3.10
		103,743

(1)	Compensation expense for grants of RSUs is recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(2)	The number of shares vested are as of June 30, 2025. One-third of the RSU shares vests on each of the first, second and third anniversaries of the grant date.
(3)	The number of shares vested are as of June 30, 2025. These RSU shares vest on the first anniversary of the grant date.
(4)	The number of shares vested are as of June 30, 2025. These RSU shares vest on November 20, 2025.

RSUs						Compensation Expense (2)
						Actual		Actual		Projected
Grant	Number		Number of			Fiscal 2024		Fiscal 2025		Fiscal 2026
Date	of Shares		Vested Shares			$		$		$
11/12/2020		22,222		22,222	(3)	$	6,664	$	-	$	-
11/17/2022		50,847		50,847	(4)		20,338		-		-
1/31/2024		43,796		43,796	(4)		24,850		35,150		-
6/16/2025		19,355		-	(5)		-		5,696		54,304
						$	51,852	$	40,846	$	54,304

(1)	Dr. Menaker served as a consultant to the Board from March 2018 until November 2018, when he was appointed as a director. During the time period Dr. Menaker served as a consultant to the Board, he earned compensation equivalent to the compensation paid to the directors. The amounts disclosed include the compensation he earned as a consultant and director.
(2)	Compensation expense for grants of RSUs is recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(3)	The number of shares vested are as of June 30, 2025. One-third of the RSU shares vests on each of the first, second and third anniversaries of the grant date.
(4)	The number of shares vested are as of June 30, 2025. These RSU shares vest on the first anniversary of the grant date.
(5)	The number of shares vested are as of June 30, 2025. These RSU shares vest on November 20, 2025.

(1)	Ms. Peck served as a consultant to the Board from April 2019 until November 2019, when she was appointed as a director. During the time period Ms. Peck served as a consultant to the Board, she earned compensation equivalent to the compensation paid to the directors. The amounts disclosed include the compensation she earned as a consultant and director.
(2)	Compensation expense for grants of RSUs is recognized or expected to be recognized in accordance with ASC Topic 718, Stock Compensation.
(3)	The number of shares vested are as of June 30, 2025. One-third of the RSU shares vests on each of the first, second and third anniversaries of the grant date.
(4)	The number of shares vested are as of June 30, 2025. These RSU shares vest on the first anniversary of the grant date.
(5)	The number of shares vested are as of June 30, 2025. These RSU shares vest on November 20, 2025.

Year (1)	Summary Compensation Table Total for PEO (2)		Compensation Actually Paid to PEO (3)		Average Summary Compensation Table Total for non-PEO Named Executive Officers (4)		Average Compensation Actually Paid to non-PEO Named Executive Officers (5)		Value of Initial Fixed $100 Investment Based On Total Shareholder Return (6)		Net Income (Loss) (7)
2025	$	692,875	$	1,268,085	$	400,156	$	649,877	$	137.80	$	(14,873,182	)
2024	$	478,042	$	460,891	$	292,537	$	281,177	$	49.21	$	(8,007,346	)
2023	$	553,722	$	471,624	$	330,154	$	285,463	$	53.94	$	(4,046,871	)

(1)	Data presented for our last three fiscal years in compliance with Item 402(v)(8).

(2)	Represents total compensation to Shmuel Rubin, who served as our Chief Executive Officer and sole PEO during 2025, 2024 and 2023.

(3)	The dollar amounts reported in this column represent the average amount of “compensation actually paid” to Mr. Rubin, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to Mr. Rubin during the applicable year. The following adjustments were made to Mr. Rubin’s total compensation for each year to determine “compensation actually paid” in accordance with SEC regulations:

	Adjustments to Determine CAP for PEO
Fiscal Year	2025			2024			2023
Average Total from Summary Compensation Table	$	692,875		$	478,042		$	553,722
(-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		(85,790	)		(82,490	)		(171,765	)
(+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		423,761			75,265			100,389
(+) / (-) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		173,733			(13,614	)		(15,421	)
(+) / (-) Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		63,506			3,688			4,699
Compensation Actually Paid	$	1,268,085		$	460,891		$	471,624

(4)	Represents the total compensation to Albert Miranda, who served as our Chief Financial Officer and sole Non-PEO named executive officer during 2025, 2024 and 2023.

(5)	The dollar amounts reported in this column represent the average amount of “compensation actually paid” to Mr. Miranda, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to Mr. Miranda during the applicable year. The following adjustments were made to the Non-PEO NEO total compensation for each year to determine “compensation actually paid” in accordance with SEC regulations:

	Adjustments to Determine CAP for non-PEO NEO
Fiscal Year	2025			2024			2023
Average Total from Summary Compensation Table	$	400,156		$	292,537		$	330,154
(-) Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year		(37,245	)		(35,813	)		(78,959	)
(+) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year		183,970			32,676			45,315
(+) / (-) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years		75,424			(5,911	)		(6,261	)
(+) / (-) Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		27,572			(2,312	)		(4,786	)
Compensation Actually Paid	$	649,877		$	281,177		$	285,463