Note 18 - Subsequent Event |
6 Months Ended |
|---|---|
Dec. 31, 2025 | |
| Notes to Financial Statements | |
| Subsequent Events [Text Block] |
18. Subsequent Event
On January 20, 2026, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, Amorphous Materials, LLC, 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.
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 closing cash payment of $7.0 million (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 Class A 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.
The Asset Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The closing of the Asset Purchase Agreement was subject to the satisfaction or waiver of customary closing conditions set forth in the Asset Purchase Agreement. The Transaction closed (the “Closing”) on January 21, 2026 (the “AMI Acquisition Date”). 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 Class A Common Stock as of the AMI Acquisition Date. The initial accounting for the business combination is incomplete at this time due to the close proximity of the acquisition close date to the issuance date of these consolidated financial statements.
Our consolidated financial statements will reflect the financial results of Amorphous Materials LLC beginning on the AMI Acquisition Date. For the three and six months ended December 31, 2025, we incurred approximately $0.1 million in acquisition costs which are included in the consolidated statements of comprehensive income in the line item entitled “Selling, general and administrative.”
|