☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended March 31, 2024
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 Number: 001-36632

(Exact name of registrant as specified in its charter)

450 Clark Drive, Budd Lake, NJ, 07828

Registrant’s telephone number, including area code: (626) 293-3400

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 for 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

•risks related to our ability to obtain capital and continue as a going concern;

•risks and uncertainties related to the sale of our chips business and Alhambra indium phosphide wafer fabrication assets (the “Chips Transaction”), including without limitation the failure to achieve or fully realize the anticipated benefits of the Chips Transaction, third party costs incurred by the Company related to the Chips Transaction, and risks associated with any liabilities, assets or businesses retained by the Company in the Chips Transaction;

•any disruptions to our operations as a result of the Chips Transaction and/or our restructuring activities;

•risks related to our compliance with the terms of that certain Forbearance Agreement, dated as of April 29, 2024 (the “Forbearance Agreement”) entered into by and among the Company, the domestic subsidiaries of the Company and HCP-FVU, LLC as the administrative agent (in such capacity, the “Successor Agent”) for HCP-FVU, LLC, HCP Fund V-FVU, LLC and Bessel Holdings LLC (each an affiliate of Hale Capital Management, L.P. and collectively “Hale” or “New Lenders”), including potential consequences of failure to comply and third party costs incurred by the Company related to the Forbearance Agreement;

•risks related to costs and expenses incurred in connection with restructuring activities and anticipated operational costs savings arising from the restructuring actions;

•risks related to the loss of personnel, including changes in management;

•risks and uncertainties related to the sale of our cable TV, wireless, sensing and defense optoelectronics product lines, including without limitation (i) the failure to fully realize the anticipated benefits of such transaction, (ii) third party costs incurred by the Company related to any such transaction, (iii) risks associated with liabilities related to the transaction that were retained by the Company, and (iv) risks and uncertainties related to the transfer to the buyer of our manufacturing support and engineering center in China;

•our inability to remediate the material weakness in our internal control over financial reporting or our identification of any other material weaknesses in the future may adversely affect the accuracy and timing of our financial reporting;

•the rapidly evolving markets for our products and uncertainty regarding the development of these markets;

•our historical dependence on sales to a limited number of customers and fluctuations in the mix of products and customers in any period;

•delays and other difficulties in commercializing new products;

•the failure of new products: (a) to perform as expected without material defects, (b) to be manufactured at acceptable volumes, yields, and cost, (c) to be qualified and accepted by our customers, and (d) to successfully compete with products offered by our competitors;

•uncertainties concerning the availability and cost of commodity materials and specialized product components that we do not make internally;

•actions by competitors;

•risks and uncertainties related to the outcome of legal proceedings;

•risks and uncertainties related to applicable laws and regulations;

•acquisition-related risks, including that (a) revenue and net operating results obtained from the Systron Donner Inertial, Inc. (“SDI”) business, the Space and Navigation business of L3Harris Technologies, Inc. (“S&N”), or the FOG and Inertial Navigation Systems business (“EMCORE Chicago”) of KVH Industries, Inc. (“KVH”) may not meet our expectations, (b) the costs and cash expenditures for integration of the S&N business operations or EMCORE Chicago

•risks related to the conversion of order backlog into product revenue and the timing thereof; and

•other risks and uncertainties discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as such risk factors may be amended, supplemented, or superseded from time to time by our subsequent periodic reports we file with the Securities and Exchange Commission (“SEC”).

			Three Months Ended March 31,												Six Months Ended March 31,
(in thousands, except per share data)			2024						2023						2024						2023
Revenue			$	19,634					$	24,250					$	43,757					$	44,229
Cost of revenue			16,387						19,389						34,422						34,989
Gross profit			3,247						4,861						9,335						9,240
Operating expense:
Selling, general, and administrative			6,037						9,089						12,646						18,378
Research and development			3,726						4,882						7,335						9,097
Severance			1,019						—						1,230						16
Impairment			88						—						88						—
Loss (gain) on sale of assets			—						24						(31)						(1,147)
Total operating expense			10,870						13,995						21,268						26,344
Operating loss			(7,623)						(9,134)						(11,933)						(17,104)
Other expense:
Interest expense, net			(67)						(195)						(76)						(410)
Other income (expense)			1						17						(15)						124
Total other expense			(66)						(178)						(91)						(286)
Loss from continuing operations before income tax expense			(7,689)						(9,312)						(12,024)						(17,390)
Income tax expense from continuing operations			(86)						(54)						(114)						(148)
Net loss from continuing operations			$	(7,775)					$	(9,366)					$	(12,138)					$	(17,538)
Loss from discontinued operations			$	(720)					$	(2,862)					$	(2,036)					$	(6,383)
Net loss			$	(8,495)					$	(12,228)					$	(14,174)					$	(23,921)
Per share data:
Net loss on continuing operations per share, basic and diluted			$	(0.87)					$	(2.07)					$	(1.36)					$	(4.24)
Net loss on discontinued operations per share, basic and diluted			$	(0.08)					$	(0.63)					$	(0.23)					$	(1.54)
Net loss per share, basic and diluted			$	(0.95)					$	(2.70)					$	(1.59)					$	(5.78)
Weighted-average number of share outstanding, basic and diluted reflective of reverse stock split effective April 1, 2024 (Note 13)			8,924						4,524						8,911						4,136