U. S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-K/A

(Amendment No. 1)

(Mark One)



| | x | ANNUAL
REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended September 30, 2014.
| | - | ----------------------------------------------------------------------------------------------------------------------------------



| |  ̈ | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 for the transition period from ______________
to ______________
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



Commission file number: 000-27503



DYNASIL CORPORATION OF AMERICA

(Exact name of registrant as specified in
its charter)



| | Delaware                        | 22-1734088         
| | ------------------------------- | -------------------
| | (State or other jurisdiction of | (I.R.S. Employer   
| | incorporation or organization)  | Identification No.)



| | 313 Washington Street, Suite 403, Newton, MA | 02458      | 
| | -------------------------------------------- | ---------- | 
| | (Address of principal executive offices)     | (Zip Code) | 



Registrant’s telephone number, including
area code: (617) 668-6855



Securities registered pursuant to Section 12(b)
of the Act:



|Title of each class             |  | Name of each exchange on which registered         
|------------------------------- |  | --------------------------------------------------
|                                |  |                                                   
|Common Stock, $0.0005 par value |  | The NASDAQ Stock Market LLC(NASDAQ Capital Market)



Securities registered pursuant to Section
12(g) of the Act: none



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ̈Nox



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. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter
period that the registrant was required to submit and post such files). YesxNo ̈



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.x



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

| | Large accelerated filer ̈ | Accelerated filer ̈        
| | ------------------------ | --------------------------
| | Non-accelerated filer ̈   | Smaller reporting companyx



Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ̈Nox



As of March 31, 2014, the aggregate market
value of the voting stock held by non-affiliates of the Registrant was approximately $14,672,007.



As of December 1, 2014 there were 16,371,842
shares of common stock, par value $0.0005 per share, outstanding.











Explanatory Note



We are filing this Form 10-K/A Amendment No. 1 (this “Amendment”)
to our Annual Report on Form 10-K for the fiscal year ended September 30, 2014, as filed with the Securities and Exchange Commission
on December 16, 2014 (the “Original Filing”), solely to provide the conformed signature of our independent registered
public accounting firm that was inadvertently omitted from the Report of Independent Registered Public Accounting Firm and the
Consent of Independent Registered Public Accounting Firm included with the Original Filing. This Amendment also includes currently
dated certifications from each of our Chief Executive Officer and our Chief Financial Officer, as required by Rule 12b-15 of the
Securities Exchange Act of 1934, as amended, for amendments to an Annual Report on Form 10-K.



This Amendment should be read in conjunction with the Original
Filing. Except as specifically noted above, this Amendment does not amend, modify or update any financial statements or other disclosures
contained in the Original Filing. Accordingly, this Amendment does not reflect events occurring after the Original Filing on December
16, 2014.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the proxy statement for the Annual Meeting of Stockholders
scheduled to be held on February 26, 2015 are incorporated by reference into Part III of this report.



PART I



This annual report on Form 10-K contains
or incorporates by reference not only historical information, but also forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject
to the safe harbor created by those sections. We refer you to the information under the heading “Forward-Looking Statements."



As used in this annual report on Form
10-K, references to "Dynasil," the "Company," "we," "our" or "us," unless the
context otherwise requires, refer to Dynasil Corporation of America and our subsidiaries.



All trademarks or trade names referred
to in this report are the property of their respective owners.



ITEM 1. BUSINESS



General



Dynasil Corporation of America was founded
as a New Jersey corporation in 1960 and incorporated in the state of Delaware through a migratory merger in March 2008. Our corporate
headquarters are located at 313 Washington Street, Suite 403, Newton, MA 02458, and our corporate website is www.dynasil.com.
You can access, free of charge, our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K,
our quarterly reports on Form 10-Q, current reports on Form 8-K and any other amendments to those reports, through a link at our
website, or at the Commission’s website at www.sec.gov.



2







The Company is divided into four reporting
segments based on our main operating activities. Below is a summary of these segments:



| | · | Contract Research: The Contract
Research segment consists of the Radiation Monitoring Devices, Inc. (“RMD”) business unit, which is among the largest
small business participants in U.S. government-funded research.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Optics: The Optics segment encompasses
four business units – Dynasil Fused Silica, Optometrics, Hilger Crystals, and Evaporated Metal Films (“EMF”)
– that manufacture commercial products, including optical crystals for sensing in the security and medical imaging markets,
as well as optical components, optical coatings and optical materials for scientific instrumentation and other applications.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Instruments: The Instruments segment
consists of Dynasil Products (formerly known as RMD Instruments), which manufactured precision instrumentation for medical and
commercial applications. In fiscal 2014, we completed the sale of the Lead Paint and Medical Instruments businesses in our Instruments
segment, which together comprised substantially all the operations within our Instruments segment.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Biomedical: The Biomedical segment
consists of a single business unit, Dynasil Biomedical Corporation (“Dynasil Biomedical”), a medical technology incubator
which owns rights to certain early stage medical technologies. In October 2013, Dynasil Biomedical formed Xcede Technologies, Inc.
(“Xcede”), a joint venture with Mayo Clinic to spin out and separately fund the development of a tissue sealant technology.
At September 30, 2014, Dynasil Biomedical owned 90% of the common stock of Xcede (an estimated 66%, assuming conversion of the
$1.4 million of the outstanding convertible notes) and therefore is included in our consolidated financial statements. Dynasil
Biomedical currently has no operations other than relating to its equity ownership in Xcede.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For information about our segments and
geographical information about our operating revenues and assets, see Note 17 to the Consolidated Financial Statements included
in this Report.



Our business strategy is based on continued
development and expansion of our funded research portfolio, investment in the commercialization of the technologies originating
from our Contract Research segment, organic growth of existing Optics segment products, and acquisitions that align with our core
competencies.



Historical Growth by Acquisition



Through a series of acquisitions beginning
in March 2005, Dynasil has evolved from a single product line optics company to one focused on commercializing its own products,
patenting its own innovations and advancing its own technologies. Our revenue has increased from $2 million in FY 2004 to $42 million
in FY 2014.



The acquisitions we completed during this
period included:



| | · | Optometrics:In March 2005, we
acquired Optometrics LLC (“Optometrics”), a worldwide supplier of optical components and instruments, including diffraction
gratings, interference filters, laser optics, monochromators and specialized optical systems.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Evaporated Metal Films:In October
2006, we acquired Evaporated Metal Films Corporation (“EMF”), an optical thin-film coatings company with a broad range
of application markets, including solar energy, display systems, dental photography, optical instruments, satellite communications
and lighting.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | RMD:In July 2008, we acquired
Radiation Monitoring Devices, Inc. (“RMD”), a contract research company, and RMD Instruments, LLC (“Dynasil Products”),
a precision instruments company that manufactured and sold instruments in the medical imaging and industrial markets, including
hand-held analyzers for lead paint and medical probes for cancer surgery. The lead paint and medical probe for cancer surgery businesses
were sold in fiscal 2014.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Hilger Crystals:In July 2010,
we acquired Hilger Crystals, Ltd., (“Hilger”) a manufacturer of synthetic crystals applicable to a wide range of industrial,
medical, and homeland security applications with a long history of supplying high-quality synthetic crystals for infrared spectroscopy,
X-ray and gamma ray detection.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3







| | · | Biomedical technologies: In April
2011, we acquired the rights to six early stage biomedical technologies from Dr. Daniel Ericson, a former hematologist at the Mayo
Clinic, which jointly owns rights to certain of the technologies acquired. The activity of our Biomedical segment is currently
focused on the development of the tissue sealant technology that was part of this transaction.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | DichroTec Thin Films: In June 2014,
our EMF subsidiary acquired the assets of DichroTec Thin Films LLC, another optical thin-film coatings company with a broad range
of applications, many of which are similar to EMF’s applications.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Contract Research – the Science
Behind our Technology



Our Contract Research segment’s business
unit, RMD, is among the largest small business participants in U.S. government-funded research, performing research and development
activities for government agencies including Department of Energy, Department of Defense, Department of Homeland Security, Domestic
Nuclear Detection Office, National Institutes of Health and NASA.



RMD
develops advanced technology in materials, sensors and prototype instruments that detect, use or measure radiation, light, magnetism
or sound for use in security, medical and industrial applications.RMD has technology practices in material science, radiation
detection, digital imaging technology, magnetic imaging, laser optics and photonics. As of
September 30, 2014, our Contract Research segment had a total of 88 employees, including 32 Ph.D. level scientists. RMD
serves as an incubator to expand our patent portfolio enabling the opportunity to advance our technology from development to commercialization
using government-funded research.As of September 30, 2014, RMD had a portfolio of
56 issued U.S. patents and 48 pending patent applications, compared with 48 issued patents and 42 pending patent applications at
the same point in 2013.



For more than 25 years, RMD
has successfully conducted government research under the auspices of the Small Business Innovation Research (“SBIR”)
program. In recent years, RMD has augmented its SBIR research with larger, competitively bid government research and development
contracts.To grow our research portfolio within the federal government, we are broadening our relationships within key
federal funding agencies and the U.S. military. RMD also provides research for non-governmental entities in areas where it has
the appropriate expertise. Such research is currently not a significant portion of RMD’s revenues. Our research initiatives
are aligned with our focus on the homeland security, medical and industrial markets. As of
September 30, 2014, RMD had a contract backlog of approximately $30 million, of which approximately 47% is SBIR contracts.



RMD
competes for contract research work against a variety of small and large entities, including universities that submit research
proposals based on specific government solicitations. We generate revenues under various types of contracts, which include Cost
Reimbursement, Time & Materials (T&M), Fixed Price-Level of Effort and Firm Fixed Price (FFP) contracts. We believe that
RMD’s reputation for conducting state-of-the art research and development, as well as the quality of its proposals, are significant
competitive advantages. In addition, RMD maintains strong working relationships with universities, government agencies, national
laboratories, research hospitals and corporations. However, some of our competitors may have greater financial, technical and human
resources than we have and may be better able to operate large, well-funded research and development programs.



We
believe that research projects provide an important source for new commercial products in areas such as medical imaging, industrial
sensors, critical care and point of care diagnostics and homeland security. For example, Dynasil Products’ lead paint analyzer
and medical probe for cancer surgery businesses, which were sold in fiscal year 2014, emanated from the RMD portfolio. Most recently,
our government-funded research work supported our development of a dual-mode radiation detection technology which we are currently
selling commercially.



4







Our Technology

We specialize in the production of optical materials, components and coatings for various applications in the medical, industrial,
and homeland security/defense sectors.



Our Optics segment supplies synthetic crystals,
optical materials, components, and coatings that are used for baggage scanners, medical imaging systems, optical instruments, lasers,
analytical instruments, semiconductor/electronic devices, automotive components, spacecraft/aircraft components and advertising
displays. These products are offered through four business units (Dynasil Fused Silica, Optometrics, Hilger, and EMF).



Our Instruments segment manufactured precision
instruments including handheld lead paint analyzers (LPA-1TM) and medical probes that help surgeons detect cancer tracers,
thereby enabling more effective surgical procedures (the Navigator GPSTM gamma counter and the wireless Navigator
2.0TM gamma counter). In the first quarter of 2014, we sold the lead paint and medical probe businesses.



As described below, through our subsidiary
Xcede we are focused on the development of a tissue sealant technology that had previously been acquired by Dynasil Biomedical.



We compete for business
with fabricators of industrial optical materials, other optical components manufacturers, other optical crystal manufacturers and
other optical coaters as well as other analytical instruments manufacturers and synthetic crystal manufacturers. We believe our
proprietary processes, reputation, specialty product offering, products in development and the price at which we offer our products
enable us to successfully compete in these markets. However, many of our competitors have greater financial, sales and marketing
resources than we do, which may enable them to develop and market products that would compete against those developed by us.



Our products are distributed through a
direct sales and marketing staff of 12 people and through other channels, including manufacturer’s representatives and distributors
in various foreign countries for international sales and U.S. manufacturers’ representatives for certain product lines. Marketing
efforts include direct customer contact through sales visits, advertising in trade publications and attendance at trade shows.



Biomedical: Xcede and Our Development
of a Tissue Sealant Technology



Xcede's first product candidate currently
under development is a resorbable hemostatic patch to be used when conventional techniques are inadequate or impractical during
general or cardiovascular surgery. As described above, in 2011, Dynasil Biomedical acquired rights to the underlying tissue sealant
technology as part of a transaction with Dr. Daniel Ericson, a former hematologist at the Mayo Clinic. Since that time, Dynasil
Biomedical has invested significant capital developing this tissue sealant technology, including costs to further the related intellectual
property rights and to conduct animal studies.



In October 2013, Dynasil Biomedical formed
a new subsidiary, Xcede, and transferred its rights in the tissue sealant technology to it. Xcede was formed as a means of focusing
our development efforts on this tissue sealant technology and facilitating the third-party funding of the development costs.



Through Dynasil Biomedical, we currently
own approximately 90% of the outstanding equity in Xcede (an estimated 66% assuming conversion of the outstanding notes described
below). Other investors include Mayo Clinic Ventures, Southern Initiative Minnesota Foundation, Rochester Area Economic Development
Inc., angel investors and certain members of Dynasil’s executive management team and board of directors.



In November 2014, Xcede announced the completion
of the final round of its previously announced $2 million convertible note financing. Xcede plans to use the aggregate proceeds
from the financing to complete pre-clinical testing and initiate clinical trials outside of the U.S. for its first product candidate.



Strategy to Commercialize our Technologies



Our business strategy focuses on combining
our expertise in funded research, product development and technology innovation to commercialize detection and analysis equipment
for the homeland security, industrial and medical markets. We are executing on this strategy by:



5









| | · | developing and expanding our research
portfolio;
| | - | ------------------------------------------------

| | · | commercializing the technologies coming
from our Contract Research segment;
| | - | ---------------------------------------------------------------------------

| | · | growing organically through investment
in existing businesses; and
| | - | ------------------------------------------------------------------

| | · | identifying and investing in those technologies
with the greatest revenue and growth potential in the market.
| | - | -------------------------------------------------------------------------------------------------------------



For example, our dual mode nuclear detection crystal
technology was developed by RMD under a program for the Department of Homeland Security for use in locating nuclear bombs or nuclear
materials at our nation’s ports and borders. This technology is of critical importance to our national security, as well
as other radiation detection applications, such as nuclear power plant safety. Our dual mode detection crystals are being commercialized
in cooperation with our Optics segment while RMD continues to further enhance this technology.



Our dual mode detection crystals technology
is designed to be a single detector that replaces two detector subsystems – the gamma radiation detector and also the helium-3
detectors for neutrons. Increasing our value proposition is the fact that the stockpile of the chemical element helium-3, a byproduct
of nuclear weapons production, is in short supply. The stockpile of helium-3 has been drawn down during the past 10 years, as the
federal government has increased its use in neutron detectors to help prevent nuclear and radiological material from being smuggled
into the U.S.



In order to accelerate the pace of this
technology to market, and to establish manufacturing capacity, in July 2010 we acquired Hilger Crystals, a manufacturer of scintillation
crystals based in Margate, Kent, U.K.



Intellectual Property (IP)



From October 2013 through September 2014,
we have been granted eight new U.S. patents and have filed 17 new patent applications. Our current portfolio, company-wide, is
56 issued and 60 pending applications, most of which are issued to RMD. We believe that intellectual property represents an important
strategic advantage for us. Our Patent Committee is strengthening the identification of intellectual property within the Company
through a broad-based vetting process to ensure that we develop IP that maximizes the market value of our research. This allows
us to protect selected technologies that we believe have commercial potential – either through product offerings or licensing
agreements.



Customers



We have more than 700 customers, with approximately
59% of our business concentrated in our top 10 customers. Our four largest customers are agencies and agents of the Federal government
and accounted for approximately 14%, 12%, 10% and 5%, respectively, of our revenues during fiscal year 2014. Our fifth largest
customer is a customer of our Optics segment and also accounted for 5% of our overall revenue during fiscal year 2014. The loss
of any of these top five customers would likely have a material adverse effect on our business, financial condition and results
of operations. Generally, our customers provide purchase orders for a specific part and quantity or they provide a contract for
research projects. Product orders are normally filled over a period ranging from one to six weeks. We also have blanket orders
that call for monthly deliveries of predetermined amounts. Contract research projects generally run for a one to two year period.



Employees



As of September 30, 2014, we had a total
of 224 employees, of which 209 are full-time. Of the total, 45 of our employees are engaged in administration, 12 are engaged in
sales, 87 are engaged in research and/or engineering and 80 are engaged in manufacturing. The Company has a total of 34 Ph.D. level
employees. Our operations are non-union except for a two-person union in one location.



Suppliers



Our largest supplier for materials and
components is Corning Incorporated, which is a primary supplier of the fused silica material that is fabricated and sold by our
New Jersey facility. We believe that we have excellent relationships with our suppliers. If any of our suppliers should become
unavailable to us for any reason, we believe that there are a number of potential replacements, although we might incur some delay
in identifying such replacements.



6







Research and Development



Our RMD business unit primarily provides
research and development (“R&D”) activities under government funded research contracts. The RMD business unit recognized
revenues of $21.9 million in both fiscal years 2014 and 2013. The direct costs associated with these revenues were $12.6 million
and $12.1 million in 2014 and 2013, respectively. Substantially all the Contract Research segment’s cost of revenue relates
to research performed by RMD which are in turn billed to the contracting party.



R&D for our other businesses, which
totaled $0.1 million and $2.3 million in 2014 and 2013, respectively, primarily involves new product development, changes to our
manufacturing processes and the introduction of improved methods and equipment.



Government Regulation



The businesses that we operate are subject
to various federal and states regulations.



Our Contract Research segment is subject
to the rules and regulations applicable to government contracting, including: the Federal Acquisition Regulation (FAR) and supplements,
which regulate the formation, administration and performance of U.S. Government contracts; the Truth in Negotiations Act, which
requires certification and disclosure of cost and pricing data in connection with certain contract negotiations; the Procurement
Integrity Act, which regulates access to competitor bids and proposal information and government source selection information,
and our ability to provide compensation to certain former government officials; the Civil False Claims Act, which provides for
substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. Government for
payment or approval; and the U.S. Government Cost Accounting Standards, which impose accounting requirements that govern our right
to reimbursement under certain cost-based U.S. Government contracts.



Our handheld lead paint analyzers product
business that was sold in November 2013 was subject to certain testing protocols and certifications and accreditation under rules
and regulations promulgated by U.S. Department of Housing and Urban Development (“HUD”), the U.S. Environmental Protection
Agency (“EPA”), and state and local Lead Renovation Repair Painting Rules (RRP rules).



Our Navigator GPSTM and Navigator
2.0TM gamma counter business which was sold in December 2013 was subject to the regulations of the Federal Drug Administration
(“FDA”) relating to medical devices.



The tissue sealant being developed by Xcede,
our joint venture with Mayo Clinic, is subject to FDA regulations and approval in the United States and CE and other regulatory
agency approval in other countries around the world.



Our use of radioactive materials in certain
of our products (our gamma counters and our dual-mode detector) subject us to laws regulating hazardous wastes under United States
federal, and Massachusetts, California, Washington and Wisconsin state, environmental and atomic energy regulatory laws and similar
laws in each jurisdiction in which our research and manufacturing facilities are located. Environmental compliance costs, which
totaled $75,000 for fiscal year 2014, have not historically had a material effect on our operating results.



With respect to our intellectual property
rights, we rely, and are subject to, the laws in the U.S. and abroad governing intellectual property protection.



Item 1A. RISK FACTORS



In your evaluation of our company and
our businesses, you should carefully consider the risks and uncertainties described below, together with the information included
elsewhere in this Annual Report on Form 10-K and the other documents we file with the SEC. The following factors describe the risks
and uncertainties that we consider significant to the operation of our business, but should not be considered a complete listing
of all potential risks and uncertainties that could adversely affect our operating results, financial position or liquidity. Additionally,
our business is subject to the same general risks and uncertainties that affect many other companies, such as the overall U.S.
and global economic conditions, international conflicts, geopolitical events, changes in laws or accounting rules, fluctuations
in interest and exchange rates or other disruptions of expected economic and business conditions.



7







Risks Related To Our
Business



Our loan agreements
impose restrictions on our ability to take certain corporate actions and raise additional capital, and include a
material adverse change (“MAC”) clause.



Our loan agreements contain numerous customary
restrictions that limit our ability to undertake certain activities without the express prior written approval of our lenders.
These include, but are not limited to, restricting our ability to:



| | - | incur additional indebtedness;
| | - | ------------------------------

| | - | pay or declare dividends;
| | - | -------------------------

| | - | enter into a business substantially different from existing operations;
| | - | -----------------------------------------------------------------------

| | - | issue or authorize any additional or new equity that will result in a change of control; and
| | - | --------------------------------------------------------------------------------------------

| | - | take any corporate action outside the ordinary course of the business, including without limitation,
the sale of material assets or other strategic divestitures, without the prior written approval of our lender.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These restrictions could significantly
hamper our ability to raise additional capital. Our ability to receive the necessary approvals is largely dependent upon our relationship
with our lenders and our financial performance, and no assurances can be given that we will be able to obtain the necessary approvals
in the future. Our inability to raise additional capital could lead to working capital deficits that could have a material adverse
effect on our operations in future periods.



One of our loan agreements also includes
a MAC clause which permits the bank to call the loan if any event, fact, circumstance, change in, or effect on the Company could
reasonably be expected to be materially adverse to the business.



We may not be able
to generate sufficient positive cash flow in the future to fund our operations.



In addition to our bank financing, we are
dependent upon cash flow from our businesses to fund our operations. It is our expectation that we can continue to improve our
cash flows; however, there can be no assurance that we will be able to continue to do so. If we are unable to fund our operations
from future cash flows together with our available bank financing, we will need to seek additional debt and/or equity financing,
which may not be available on attractive terms, if at all, in which case there could be a material adverse effect on our results
of operations and financial condition.



Xcede, our joint
venture, is a pre-clinical stage business with no approved products, which makes it difficult to assess the business’s future
viability.



In October 2013, Dynasil Biomedical formed
Xcede, a joint venture with Mayo Clinic, to focus on and separately fund the development of the tissue sealant technology. Xcede
has not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently encountered by companies
in new and rapidly evolving fields, particularly in the biomedical area. For example, to execute its business plan, Xcede will
need to successfully:



| | - | raise the funds necessary to execute its product development plan;
| | - | ------------------------------------------------------------------

| | - | manage its spending as costs and expenses increase during the clinical trial and regulatory approval
processes.
| | - | ---------------------------------------------------------------------------------------------------------------

| | - | obtain required regulatory approvals for the development and commercialization of the tissue sealant
product applications;
| | - | --------------------------------------------------------------------------------------------------------------------------

| | - | maintain and expand the tissue sealant intellectual property portfolio;
| | - | -----------------------------------------------------------------------

| | - | build and maintain robust sales, distribution and marketing capabilities, either on our own or
in collaboration with strategic partners; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------

| | - | gain market acceptance for its products;
| | - | ----------------------------------------



8







If Xcede is unsuccessful
in accomplishing these objectives, it may not be able to develop product candidates, raise capital, expand its business or continue
its operations, which may have a material adverse effect on our financial condition and results of operations.



Our Xcede joint
venture requires further funding to support the development of its technology.



Xcede has initiated financing efforts and
has raised approximately $1.4 million of funding from external investors (including officers and directors of the Company). We
expect Xcede will continue to require periodic investor funding in amounts larger than what has been raised to date in order to
pursue clinical trials and further development of its tissue sealant technology. To the extent Xcede is successful in raising additional
equity financing from outside sources, our equity interest in Xcede will decrease. There can be no assurance, however, that Xcede
will be able to obtain future financing as needed or on terms which are attractive, in which case it might be required to close
its operations and liquidate its assets in which case our investment would likely not be recovered.



The Company relies
on its Contract Research segment for approximately half of its revenues. A decline in or temporary suspension of U.S. Government
spending, changes in federal budgetary priorities, the timing of contract awards or a restructuring of the SBIR/STTR programs may
adversely affect our future revenues and limit our growth prospects.



Our Contract Research business unit, RMD,
is among the largest small business participants in U.S. government-funded research, performing research and development activities
for government agencies including Department of Energy, Department of Defense, Department of Homeland Security, Domestic Nuclear
Detection Office, National Institutes of Health, and NASA. Historically RMD has conducted its government research contracts through
the SBIR (Small Business Innovation Research Program) and the STTR (Small Business Technology Transfer Program). Though RMD has
augmented its SBIR contracts with larger competitively bid government contracts in recent years, a reduction in or elimination
of the SBIR or the STTR programs could result in our inability to win contracts, as we may not have the resources to compete effectively
against much larger, better-funded companies. Further, a significant decline in overall U.S. Government spending, including in
the areas of national security, intelligence and homeland security, a significant shift in its spending priorities, the substantial
reduction or elimination of particular defense-related programs or significant delays in contract or task order awards for large
programs could adversely affect our future revenues and limit our growth prospects. While the October 2013 government shutdown
did not have a significant impact on the Company, a future government shutdown could result in the suspension of work on contracts
in progress or in payment delays which would adversely affect our future revenues and cash flow.



The Company relies
on a small number of key customers for a substantial portion of its revenues.



Ten customers accounted for approximately
59% of the Company’s revenues in 2014 and the largest four customers, all agencies of the U.S. Government, accounted for
41% of revenues. Although we have had business relationships with these customers for many years, there can be no guarantee that
we will be able to win contracts with these agencies in the future. Accordingly our performance could be adversely affected by
the loss of one or more of these key customers.



The U.S. Government
may terminate, cancel, modify or curtail our contracts at any time prior to their completion and, if we do not replace them, we
may be unable to achieve our expected future revenues and may suffer a decline in revenues.



As of September 30, 2014, our total backlog
for Contract Research was approximately $30 million. Backlog consists of existing contracts, approved by agencies in favor of RMD.
Many of the U.S. Government programs in which we participate as a contractor or subcontractor may extend for several years and
include one or more base years and one or more option years. These programs are normally funded on an annual basis. Under our contracts,
the U.S. Government generally has the right not to exercise options to extend or expand our contracts and may otherwise terminate,
cancel, modify or curtail our contracts at its convenience. Any decisions by the U.S. Government not to exercise contract options
or to terminate, cancel, modify or curtail our major programs or contracts would adversely affect our revenues, revenue growth
and profitability.



9







The U.S. Government also has the right
to terminate a contract for default, in which case, we may be exposed to liability, including for excess costs incurred by the
customer in procuring undelivered services and products from another source. Depending on the nature and value of the contract,
a performance issue or termination for default could cause our actual results to differ from those anticipated and could harm our
reputation.



Our earnings and
profitability may be adversely affected by our failure to accurately estimate and manage costs, time and resources.



We generate revenues under various types
of contracts, which include cost reimbursement, Time & Materials (T&M), Fixed Price-Level of Effort and Firm Fixed Price
contracts (FFP). Our earnings and profitability may vary materially depending on changes in the proportionate amount of revenues
derived from each type of contract, the nature of services or products provided, as well as the achievement of performance objectives
and the stage of performance at which the right to receive fees, particularly under incentive and award fee contracts, is finally
determined. Cost reimbursement and T&M contracts generally have lower profitability than FFP contracts. Our operating results
in any period may also be affected, positively or negatively, by variable purchasing patterns by our customers of our more profitable
proprietary products. Our failure to accurately estimate costs or the resources and technology needed to perform our contracts
or to effectively manage and control our costs during the performance of our work could result, and in some instances has resulted,
in reduced profits or in losses. More generally, any increased or unexpected costs or unanticipated delays in connection with the
performance of our contracts, including costs and delays caused by contractual disputes or other factors outside of our control,
such as performance failures of our subcontractors, natural disasters or other force majeure events, could make our contracts less
profitable than expected or unprofitable.



Goodwill and other
intangible assets represent approximately 29% of our total assets and any impairment of these assets could negatively impact our
results of operations.



Non-amortizing intangible assets, including
goodwill, are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. Examples of events or changes in circumstances indicating that the carrying value of such intangible assets
may not be recoverable could include a significant adverse change in legal factors or in the business climate, an adverse action
or assessment by a regulator, unanticipated competition, loss of key personnel, or a more-likely-than-not expectation that a reporting
unit or a significant portion of a reporting unit will be sold or otherwise disposed of. During the year ended September 30, 2013,
the Company recorded an impairment of goodwill and intangible assets totaling approximately $6.8 million associated with its Instruments
segment, which experienced delays with regulatory approvals (FDA and HUD) associated with product refreshes.



Any future impairment of goodwill or other
intangible assets would have a negative impact on our profitability and financial results.



Our Contract Research
business faces aggressive competition that can impact our ability to obtain contracts and therefore affect our future revenues
and growth prospects.



RMD’s competitors include other small
high technology companies performing SBIR R&D, large firms such as Raytheon which performs related R&D, and to some extent,
universities and national laboratories.



The markets in which we operate are characterized
by rapidly changing technology and the needs of our customers change and evolve regularly. Accordingly, our success depends on
our ability to develop services and products that address these changing needs and to provide people and technology needed to deliver
these services and products. To remain competitive, we must consistently provide superior service, technology and performance on
a cost-effective basis to our customers. Our competitors may be able to provide our customers with different or greater capabilities
or technologies or better contract terms than we can provide, including technical qualifications, past contract experience, geographic
presence, price and the availability of qualified professional personnel. In addition, our competitors may consolidate or establish
teaming or other relationships among themselves or with third parties to increase their ability to address customers’ needs.
Accordingly, larger or new competitors or alliances among competitors may emerge which may adversely affect our ability to compete.



10







Our business is
subject to reviews, audits and cost adjustments by the U.S. Government, which, if resolved unfavorably to us, could adversely affect
our profitability, cash position or growth prospects.



U.S. Government agencies, including the
DCAA (Defense Contract Audit Agency), DCMA (Defense Contract Management Agency) and others, routinely audit and review a contractor’s
performance on government contracts, indirect rates and pricing practices, and compliance with applicable contracting and procurement
laws, regulations and standards. They also review the adequacy of the contractor’s compliance with government standards for
its accounting and management internal control systems, including: control environment and overall accounting system, estimating
system, purchasing system, property system and earned value management system. Both contractors and the U.S. Government agencies
conducting these audits and reviews have come under increased scrutiny.



A finding of significant control deficiencies
in our system audits or other reviews could result in decremented billing rates to our U.S. Government customers until the control
deficiencies are corrected and our corrections are accepted by the auditing agency. Government audits and reviews may conclude
that our practices are not consistent with applicable laws and regulations and result in adjustments to contract costs and mandatory
customer refunds. Such adjustments can be applied retroactively, which could result in significant customer refunds. Our receipt
of adverse audit findings or the failure to obtain an “approved” determination of our various accounting and management
internal control systems, including our changes to indirect cost and direct labor estimating systems, from the responsible U.S.
Government agency could significantly and adversely affect our business, including our ability to bid on new contracts and our
competitive position in the bidding process. A determination of non-compliance with applicable contracting and procurement laws,
regulations and standards could also result in the U.S. Government imposing penalties and sanctions against us, including withholding
of payments, suspension of payments and increased government scrutiny that could delay or adversely affect our ability to invoice
and receive timely payment on contracts, perform contracts or compete for contracts with the U.S. Government. We may suffer harm
to our reputation if allegations of impropriety are made against us, which would impair our ability to win new contract awards
or receive contract renewals.



Due to significant delays at the DCAA in
auditing small firms performing SBIR research, our indirect cost audits by the DCAA have not been completed for fiscal 2009 and
subsequent fiscal years. Although we have recorded contract revenues subsequent to fiscal 2009 based upon our estimate of costs
that we believe will be approved upon final audit or review, we do not know the outcome of any ongoing or future audits or reviews
and adjustments and, if future adjustments exceed our estimates, our profitability would be adversely affected.



Our failure to
comply with a variety of complex procurement rules and regulations could result in our being liable for penalties, including termination
of our U.S. Government contracts, disqualification from bidding on future U.S. Government contracts and suspension or debarment
from U.S. Government contracting.



We must comply with laws and regulations
relating to the formation, administration and performance of U.S. Government contracts, which affect how we do business with our
customers and may impose added costs on our business. Some significant statutes and regulations that affect us include:

| | · | the Federal Acquisition Regulation (FAR)
and supplements, which regulate the formation, administration and performance of U.S. Government contracts;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the Truth in Negotiations Act, which requires
certification and disclosure of cost and pricing data in connection with certain contract negotiations;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the Procurement Integrity Act, which regulates
access to competitor bid and proposal information and government source selection information, and our ability to provide compensation
to certain former government officials;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the Civil False Claims Act, which provides
for substantial civil penalties for violations, including for submission of a false or fraudulent claim to the U.S. Government
for payment or approval; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | the U.S. Government Cost Accounting Standards,
which impose accounting requirements that govern our right to reimbursement under certain cost-based U.S. Government contracts.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11







Our failure to comply
with any of these rules or regulations could result in loss of business or penalties that could have a material adverse effect
on our financial condition or results of operations.



Our failure to
attract, train and retain skilled employees, including our management team, would adversely affect our ability to execute our strategy.



Portions of our business involve the development
of tailored solutions for our customers, a process that relies heavily upon the expertise and services of our employees. Our continued
success depends on our ability to recruit and retain highly trained and skilled engineering, technical and professional personnel.
Competition for skilled personnel is intense and competitors aggressively recruit key employees. Particularly in highly specialized
areas, it has become more difficult to retain employees and meet all of our needs for employees in a timely manner, which may affect
our growth in the current fiscal year and in future years. Although we intend to continue to devote significant resources to recruit,
train and retain qualified employees, we may not be able to attract and retain these employees. Any failure to do so could impair
our ability to perform our contractual obligations efficiently and timely meet our customers’ needs and win new business,
which could adversely affect our future results.



In addition to attracting and retaining
qualified engineering, technical and professional personnel, we believe that our success will also depend on the continued employment
of a highly qualified and experienced senior management team and its ability to retain existing business and generate new business.
Our senior management team is important to our business because personal reputations and individual business relationships are
a critical element of retaining and obtaining customer contracts in our industry, particularly with agencies performing classified
operations. Our inability to hire and retain appropriately qualified and experienced senior executives could cause us to lose customers
or new business opportunities.



Misconduct of employees,
subcontractors, agents and business partners could cause us to lose existing contracts or customers and adversely affect our ability
to obtain new contracts and customers and could have a significant adverse impact on our business and reputation.



Misconduct, should it occur, could include
fraud or other improper activities such as falsifying time or other records and violations of laws, including the Anti-Kickback
Act. Other examples could include the failure to comply with our policies and procedures or with federal, state or local government
procurement regulations, regulations regarding the use and safeguarding of classified or other protected information, legislation
regarding the pricing of labor and other costs in government contracts, laws and regulations relating to environmental, health
or safety matters, bribery of foreign government officials, import-export control, lobbying or similar activities, and any other
applicable laws or regulations. Intentional or unintentional violation of the Export Control Act or ITAR could result in sever
fines which could adversely affect our profitability. Any data loss or information security lapses resulting in the compromise
of personal information or the improper use or disclosure of sensitive or classified information could result in claims, remediation
costs, regulatory sanctions against us, loss of current and future contracts and serious harm to our reputation. Although we have
implemented policies, procedures and controls to prevent and detect these activities, these precautions may not prevent all misconduct,
and as a result, we could face unknown risks or losses. Our failure to comply with applicable laws or regulations or misconduct
by any of our employees, subcontractors, agents or business partners could damage our reputation and subject us to fines and penalties,
restitution or other damages, loss of security clearance, loss of current and future customer contracts and suspension or debarment
from contracting with federal, state or local government agencies, any of which would adversely affect our business and our future
results.



Quality problems
with our processes, goods, and services could harm our reputation for producing high-quality products and erode our competitive
advantage, sales, and market share.



Quality is extremely important to us and
our customers due to the serious and costly consequences of product failure. Our quality certifications are critical to the marketing
success of our goods and services. If we fail to meet these standards, our reputation could be damaged, we could lose customers,
and our revenue and results of operations could decline. Aside from specific customer standards, our success depends generally
on our ability to manufacture to exact tolerances precision-engineered components, subassemblies, and finished devices from multiple
materials. If our components fail to meet these standards or fail to adapt to evolving standards, our reputation as a manufacturer
of high-quality components will be harmed, our competitive advantage could be damaged, and we could lose customers and market share.



12







Product liability
claims could adversely impact our financial condition and our earnings and impair our reputation.



Our business exposes us to potential product
liability risks that are inherent in the design, manufacture, and marketing of medical devices and detection instruments. Component
failures, manufacturing defects, design flaws, or inadequate disclosure of product-related risks or product-related information
with respect to our products could result in an unsafe condition or injury to, or death of, a patient. The occurrence of such a
problem could result in product liability claims or a recall of, or safety alert relating to, one or more of our products. We have
purchased, product liability insurance policies, but there is no assurance that the insurance coverage would apply to the circumstances
in any liability claim. Nor is there assurance that the policy limits would be sufficient to cover all costs and liabilities. Product
liability claims or product recalls in the future, regardless of their ultimate outcome, could have a material adverse effect on
our business and reputation and on our ability to attract and retain customers for our products.



From time to time
we may make acquisitions. The failure to successfully integrate future acquisitions could harm our business, financial condition
and operating results.



One component of our growth strategy is
to selectively pursue strategic acquisitions. These transactions require significant investment of time and resources and may disrupt
our business and distract our management from other responsibilities. Even if successful, these transactions could reduce earnings
for a number of reasons, including the amortization of intangible assets, impairment charges, acquired operations that are not
yet profitable or the payment of additional consideration under earn-out arrangements if an acquisition performs better than expected.
Acquisitions, investments and joint ventures pose many other risks that could adversely affect our reputation, operations or financial
results, including:

| | - | we may not be able to identify, compete effectively for or complete suitable acquisitions and investments
at prices we consider attractive;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| | - | we may not be able to accurately estimate the financial effect of acquisitions and investments
on our business and we may not realize anticipated synergies or acquisitions may not result in improved operating performance;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | we may encounter performance problems with acquired technologies, capabilities and products, particularly
with respect to those that are still in development when acquired;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | we may have trouble retaining key employees and customers of an acquired business or otherwise
integrating such businesses, such as incompatible accounting, information management, or other control systems, which could result
in unforeseen difficulties;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | we may assume material liabilities that were not identified as part of our due diligence or for
which we are unable to receive a purchase price adjustment or reimbursement through indemnification;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | we may assume legal or regulatory risks, particularly with respect to smaller businesses that have
immature business processes and compliance programs;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | acquired entities or joint ventures may not operate profitably, which could adversely affect our
operating income or operating margins and we may be unable to recover investments in any such acquisitions;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | acquisitions, investments and joint ventures may require us to spend a significant amount of cash
or to issue capital stock, resulting in dilution of ownership; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | we may not be able to effectively influence the operations of our joint ventures or we may be exposed
to certain liabilities if our joint venture partners do not fulfill their obligations.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If our acquisitions fail, perform poorly
or their value is otherwise impaired for any reason, including contractions in credit markets and global economic conditions, our
business and financial results could be adversely affected. In addition, we periodically divest businesses, including businesses
that are no longer a part of our ongoing strategic plan. These divestitures similarly require significant investment of time and
resources, may disrupt our business, distract management from other responsibilities and may result in losses on disposal or continued
financial involvement in the divested business, including through indemnification, guarantee or other financial arrangements, for
a period of time following the transaction, which would adversely affect our financial results.



13







Our financial results
may vary significantly from period-to-period.



Our financial results may fluctuate as
a result of a number of factors, many of which are outside of our control. For these reasons, comparing our operating results on
a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance.
Our financial results may be negatively affected by any of the risk factors listed in this “Risk Factors” section and
other matters described elsewhere in this Annual Report on Form 10-K and the other documents we file with the SEC.



Changes in tax
laws or exposure to additional income tax liabilities could have a material impact on our financial condition and results of operations.



We are subject to income taxes as well
as non-income based taxes, in both the U.S. and U.K. We are subject to tax audits in various jurisdictions. Tax authorities may
disagree with certain positions we have taken and assess additional taxes. We regularly assess the likely outcomes of these audits
in order to determine the appropriateness of our tax provision. However, there can be no assurance that we will accurately predict
the outcomes of these audits, and the actual outcomes of these audits could have a material impact on our consolidated earnings
and financial condition. Additionally, changes in tax laws or tax rulings could materially impact our effective tax rate.



We face risks associated
with our international business.



In 2014 and 2013, we
generated approximately 19.8% and 18.1% of our sales outside the U.S. Our international business operations may be subject to additional
and different risks than our U.S. business. Our ability to achieve and maintain profitable growth in international markets is subject
to risks related to the differing legal, political, social and regulatory requirements and economic conditions of many countries.
As a result of our expansion outside the U.S., we are subject to certain inherent risks, including political and economic uncertainty,
inflation rates, exchange rates, trade protection measures, local labor conditions and laws, restrictions on foreign investments
and repatriation of earnings, and weak intellectual property protection. If we are unable to manage these risks it would have a
material adverse effect on our results of operations and financial condition.



Increases in prices
and declines in the availability of raw materials could negatively impact our financial results.



Our financial results are significantly
affected by the cost of raw materials and energy. Most of the raw materials and energy used in production are purchased from outside
sources, and the Company has made, and plans to continue to make, supply arrangements to meet the planned operating requirements
for the future. Supply of critical raw materials and energy is managed by establishing contracts, multiple sources, and identifying
alternative materials or technology whenever possible. An inability to obtain critical raw materials would adversely impact our
ability to produce products. Increases in the cost of raw materials and energy may have an adverse effect on our earnings or cash
flow in the event we are unable to mitigate these higher costs in a timely manner.



Our business and
operations expose us to numerous legal and regulatory requirements and any violation of these requirements could harm our business.



We are subject to numerous federal, state
and foreign legal requirements on matters as diverse as data privacy and protection, employment and labor relations, immigration,
taxation, anticorruption, import/export controls, trade restrictions, internal and disclosure control obligations, securities regulation,
environmental and anti-competition. We are also focused on expanding our business in certain identified growth areas, such as homeland
security and biomedical technologies, which are highly regulated and may expose us to increased compliance risk. Compliance with
diverse and changing legal requirements is costly, time-consuming and requires significant resources. Violations of one or more
of these requirements in the conduct of our business could result in significant fines and other damages, criminal sanctions against
us or our officers, prohibitions on doing business and damage to our reputation. Violations of these regulations or contractual
obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability
for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions
on our ability to compete for certain work and allegations by our customers that we have not performed our contractual obligations.



14







Moreover, we use controlled hazardous and
radioactive materials in our business and generate wastes that are regulated as hazardous wastes under United States federal, and
Massachusetts, California, Washington and Wisconsin state, environmental and atomic energy regulatory laws and similar laws in
each jurisdiction in which our research and manufacturing facilities are located. Our use of these substances and materials is
subject to stringent, and periodically changing, regulation that can impose costly compliance obligations on us and have the potential
to adversely affect our manufacturing activities. The risk of accidental contamination or injury from these materials cannot be
completely eliminated. If an accident with these substances occurs, we could be held liable for any damages that result, in addition
to incurring clean-up costs and liabilities, which can be substantial. Additionally, an accident could damage our research and
manufacturing facilities resulting in delays and increased costs.



Our insurance may
be insufficient to protect us from product and other liability claims or losses.



We maintain insurance coverage with third-party
insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance
coverage limits. However, not every risk or liability is or can be protected by insurance, and, for those risks we insure, the
limits of coverage we purchase or that are reasonably obtainable in the market may not be sufficient to cover all actual losses
or liabilities incurred. If any of our third-party insurers fail, cancel our coverage or otherwise are unable to provide us with
adequate insurance coverage, then our overall risk exposure and our operational expenses would increase and the management of our
business operations would be disrupted. Our insurance may be insufficient to protect us from significant product and other liability
claims or losses. Moreover, there is a risk that commercially available liability insurance will not continue to be available to
us at a reasonable cost, if at all. If liability claims or losses exceed our current or available insurance coverage, our business
and prospects may be harmed. Regardless of the adequacy of our liability insurance coverage, any significant claim may have an
adverse effect on our industry and market reputation, leading to a substantial decrease in demand for our products and services
and reduced revenues.



Our business and
financial results could be negatively affected by cyber or other security threats.



As a U.S. Government contractor operating
in multiple regulated industries and geographies, we handle sensitive information. Therefore, we are continuously exposed to cyber
and other security threats, including computer viruses, attacks by hackers or physical break-ins. Any electronic or physical break-in
or other security breach or compromise may jeopardize security of information stored or transmitted through our information technology
systems and networks. This could lead to disruptions in mission critical systems, unauthorized release of confidential or otherwise
protected information and corruption of data. Although we have implemented policies, procedures and controls to protect against,
detect and mitigate these threats, attempts by others to gain unauthorized access to our information technology systems are becoming
more sophisticated. These attempts include covertly introducing malware to our computers and networks and impersonating authorized
users, among others, and may be perpetrated by well-funded organized crime or state sponsored efforts. We seek to detect and investigate
all security incidents and to prevent their occurrence or recurrence. We continue to improve our threat protection, detection and
mitigation policies, procedures and controls. In addition, we work with other companies in the industry and government participants
on increased awareness and enhanced protections against cyber security threats. However, because of the evolving nature of these
security threats, there can be no assurance that our policies, procedures and controls have or will detect or prevent any of these
threats and we cannot predict the full impact of any such incident. We may experience similar security threats to the information
technology systems that we develop, install or maintain under customer contracts. Although we work cooperatively with our customers
and other business partners to seek to minimize the impacts of cyber and other security threats, we must rely on the safeguards
put in place by those entities. Any remedial costs or other liabilities related to cyber or other security threats may not be fully
insured or indemnified by other means. Occurrence of any of these security threats could adversely affect our reputation, ability
to work on sensitive U.S. Government contracts, business operations and financial results.



15







Risks Relating To
Dynasil’s Stock



The market price
for our common stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public
float and lack of profits, which could lead to wide fluctuations in our share price.



The market for our common stock is characterized
by significant price volatility when compared to the shares of larger, more established companies that have large public floats,
and we expect that our share price will continue to be more volatile than the shares of such larger, more established companies
for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our
common stock is, compared to the shares of such larger, more established companies, sporadically and thinly traded. As a consequence
of this limited liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence
the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event
that a large number of our common stock is sold on the market without commensurate demand. As a consequence of this enhanced risk,
more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack
of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with
the stock of a larger, more established company that has a large public float. Many of these factors are beyond our control and
may decrease the market price of our common stock, regardless of our operating performance. We cannot make any predictions or projections
as to what the prevailing market price for our common stock will be at any time, including as to whether our common stock will
sustain its current market price, or as to what effect that the sale of shares or the availability of common stock for sale at
any time will have on the prevailing market price.



We do not currently
intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend
on appreciation in the price of our common stock.



We have never declared or paid any cash
dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our
future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the
foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in its
value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders
have purchased their shares.



If our internal control over financial
reporting is found not to be effective or if we make disclosure of existing or potential significant deficiencies or material weaknesses
in those controls, investors could lose confidence in our financial reports, and our stock price may be adversely affected.



Section 404 of the Sarbanes-Oxley Act of
2002 requires us to include an internal control report with our Annual Report on Form 10-K. That report must include management’s
assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. We evaluate
our existing internal control over financial reporting based on the framework issued in 1992 by the Committee of Sponsoring Organizations
of the Treadway Commission. During the course of our ongoing evaluation of the internal controls, we may identify areas requiring
improvement, and may have to design enhanced processes and controls to address issues identified through this review. Remedying
any deficiencies, significant deficiencies or material weaknesses that we identify may require us to incur significant costs and
expend significant time and management resources. We cannot assure you that any of the measures we implement to remedy any such
deficiencies will effectively mitigate or remedy such deficiencies. Investors could lose confidence in our financial reports, and
our stock price may be adversely affected, if our internal controls over financial reporting are found not to be effective by management
or if we make disclosure of existing or potential significant deficiencies or material weaknesses in those controls. We previously
identified material weaknesses in our internal control over financial reporting, as described in our Annual Report on Form 10-K
for the fiscal year ended September 30, 2012 and in reports filed subsequently with the Securities and Exchange Commission. We
have since remedied those material weaknesses, as described in Item 9A of this Annual Report on Form 10-K.



16







ITEM 1B. UNRESOLVED STAFF COMMENTS



None.



ITEM 2. PROPERTIES



We own a manufacturing and office facility
consisting of a one-story, masonry and steel building containing approximately 15,760 square feet in West Berlin, New Jersey. We
lease a 10,000 square foot manufacturing and office building in Ayer, MA with a lease that expires in May 2025. We lease 3,600
square feet of office space in a building in Littleton, MA with a lease that expires in July 2018. We lease a 52,880 square foot
manufacturing and office building in Rochester, NY with a lease that expires in March 2018. We own a two-story, 44,000 square foot
manufacturing and office facility in Ithaca, New York. We own a two-story, 17,000 square foot manufacturing and office facility
in Margate, Kent, in the U.K. All of the foregoing owned and leased properties are used by our Optics segment.



We lease a 40,000 square foot manufacturing,
research, and office building in Watertown, MA for our RMD business from a related party with a month-to-month lease that continues
until terminated by the landlord with not less than three years’ prior written notice or by the Company with not less than
six months’ prior written notice. We lease 2,868 square feet of office space in Newton, MA for our Dynasil Corporation of
America office with a lease that expires in December 2017. We believe that the properties are in satisfactory condition and suitable
for our purposes. The New Jersey, New York, and U.K. properties are collateral against notes payable to banks.



ITEM 3. LEGAL PROCEEDINGS



None.



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.



17







PART II



ITEM 5.   MARKET FOR
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market Information

Since September 30, 2013, the Company’s
Common Stock has been listed on the NASDAQ Capital Market under the symbol “DYSL”. From December 17, 2010 until September
30, 2013, the Company’s Common Stock was listed on the NASDAQ Global Market. Prior to December 17, 2010, the Company’s
Common Stock was quoted on the NASD-OTC Bulletin Board under the symbol "DYSL.OB".



The following table reflects the range
of high and low common stock sales prices for the four quarters of fiscal 2014 and fiscal 2013 as reported by the NASDAQ Capital
and Global Markets. The “high” and “low” bid information reflect inter-dealer prices without retail mark-up,
mark-down, or commissions, and may not necessarily represent actual transactions.



|               |  | High & Low Sale Prices    |     
|-------------- |  | ------------------------- | ----
|               |  | Years ended September 30, |     
|               |  | 2014                      |     
|               |  | High                      |     
|First quarter  |  | $                         | 1.57
|Second quarter |  |                           | 2.24
|Third quarter  |  |                           | 1.89
|Fourth quarter |  |                           | 1.90



As of December 1, 2014 there were 16,371,842
shares of the Company’s common stock outstanding held by approximately 251 holders of record.



The Company has paid no cash dividends
on its common stock since its inception. The Company intends to retain any future earnings for use in its business and does not
intend to pay cash dividends on its common stock in the foreseeable future.



ITEM 6.    SELECTED
FINANCIAL DATA



Not applicable.



ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following management's discussion and
analysis should be read in conjunction with our financial statements and the notes thereto appearing elsewhere in this Annual Report
on Form 10-K.



Overview



The Company is divided into four reporting
segments based on our main operating activities. Below is a summary of these segments:



| | · | Contract Research: The Contract
Research segment consists of the Radiation Monitoring Devices, Inc. (“RMD”) business unit.
| | - | --------------------------------------------------------------------------------------------------------------------------



| | · | Optics: The Optics segment encompasses
four business units – our original optics business (“Dynasil Fused Silica”), Optometrics, Hilger, and EMF –
that manufacture commercial products, including optical crystals for sensing in the security and medical imaging markets, as well
as optical components, optical coatings and optical materials for scientific instrumentation and other applications.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Instruments: The Instruments segment
consists of Dynasil Products (formerly known as RMD Instruments), which manufactured precision instrumentation for medical and
commercial applications. In fiscal 2014, we sold the lead paint and medical Instruments businesses which together comprised substantially
all the operations within this segment.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



18







| | · | Biomedical: The Biomedical segment
consists of a single business unit, Dynasil Biomedical Corporation, a medical technology incubator which owns rights to certain
early stage medical technologies. In October 2013, Dynasil Biomedical formed Xcede Technologies, Inc., a joint venture with the
Mayo Clinic to spin out and separately fund the development of a tissue sealant technology. Dynasil Biomedical currently has no
operations other than relating to its equity ownership in Xcede.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



For information about our financial segments
and geographical information about our operating revenues and assets, see Note 17 to the Consolidated Financial Statements
included in this Report. A description of our strategy is included in Item 1 of this Annual Report on Form 10-K.



Our markets are characterized by rapidly
changing technology and the needs of our customers, which change and evolve regularly. Accordingly, our success depends on our
ability to develop services and products that address these changing needs and to provide the people and technology needed to deliver
these services and products. To remain competitive, we must consistently provide superior service, technology and performance on
a cost-effective basis to our customers. Our business performance also is influenced by a variety of other factors including, but
not limited to, economic conditions, U.S. Government spending on research and development programs, competition, regulatory requirements
and insurance costs. Further information on certain risks to our Company is included in Item 1A of this Annual Report on Form 10-K.



Fiscal 2014 Financial Overview



In fiscal year 2014, we earned net income
of $2.0 million compared to a net loss of $8.7 million in 2013. The net income in 2014 included a $1.3 million gain from the sale
of two businesses while the net loss in 2013 included an intangible asset impairment charge of $6.8 million. Excluding the gain
on sale in 2014 and the asset impairment charge in 2013, our net income increased to $0.7 million in 2014 compared to a loss of
$1.9 million in 2013. Our net income included a loss of approximately $0.8 million from our Biomedical segment in both 2014 and
2013.



Our revenue declined $0.5 million to $42.3
million in 2014 compared to $42.8 million in 2013. Excluding the revenues of the Instruments segment whose lead paint and gamma
medical probe businesses were sold in the first quarter of 2014, our revenues increased 10.3% to $41.5 million in 2014 from $37.6
million in 2013 due to revenue growth across all four business units in the Optics segment.



In October, 2013, the net assets of the
tissue sealant technology previously owned by Dynasil Biomedical were contributed to Xcede Technologies Inc. (“Xcede”),
a joint venture with Mayo, in which we own 90% of the common stock. As a result, Dynasil Biomedical currently has no employees
or operations. During fiscal year 2014, Xcede has raised $1.4 million of convertible notes from external investors, including officers
and directors of the Company, to fund its development costs. However, because Dynasil Biomedical owns 90% of the common stock of
Xcede, it is required to be included in our consolidated net income for financial reporting purposes.



2014 Transactions



On or about October 1, 2013, Dynasil Biomedical
formed Xcede, a joint venture with the Mayo Clinic, to spin out and separately fund the development of its tissue sealant technology.
Xcede initiated financing efforts and has received $1.4 million of funding from external investors, including officers and directors
of the Company. Currently, Xcede is 90% owned by Dynasil Biomedical and Dynasil Biomedical holds a majority of the seats on Xcede’s
board of directors. Although it is anticipated that the Company will continue for the foreseeable future to hold a significant
equity interest in Xcede, the Company expects that its equity interest will decrease over time, if and to the extent that Xcede
is successful in raising equity financing from outside sources.



On November 7, 2013, the Company sold its
Lead Paint detector business to Protec Instrument Corporation, a Delaware corporation (“Protec”), which is a wholly
owned subsidiary of Laboratoires Protec S.A., a French corporation and former European distributor of the lead paint detector products.
The sales price totaled approximately $1.2 million, less certain adjustments and including the assumption of certain liabilities
by Protec. The Company used $1.2 million of the proceeds to reduce its bank indebtedness.



19







On December 23, 2013, the Company sold
its Gamma Medical Probe business to Dilon Technologies, Inc., a Delaware corporation (“Dilon”), for $3.5 million, the
assumption of certain liabilities of the Company, and a possible contingent payment. The Agreement also provided for $250,000 of
the proceeds to be deposited in escrow for a year, which amount is included in accounts receivable in the Consolidated Balance
Sheet. The Company used $2.8 million of the proceeds from the sale to reduce its bank indebtedness.



On June 26, 2014, the Company acquired
substantially all the assets of DichroTec Thin Films, LLC (“DichroTec”), a manufacturer of optical thin film coatings,
for $1.7 million consisting of $500,000 in cash and 700,000 shares of our common stock. The assets acquired consisted primarily
of machinery and equipment and inventory. DichroTec reported unaudited revenue of approximately $1.9 million for the twelve months
ended December 31, 2013.



Results of Operations



|Results of Operations for the Fiscal Year Ended September 30,
|-------------------------------------------------------------
|2014                                                         
|                                                             
|                                                             
|Revenue                                                      
|Gross Profit                                                 
|GM %                                                         
|SG&A                                                         
|Gain on sale of assets                                       
|Operating Income (Loss)                                      
|                                                             
|Depreciation and Amortization                                
|Capital expenditures                                         
|                                                             
|Intangibles, Net                                             
|Goodwill                                                     
|Total Assets                                                 



|Results of Operations for the Fiscal Year Ended September 30,
|-------------------------------------------------------------
|2013                                                         
|                                                             
|                                                             
|Revenue                                                      
|Gross Profit                                                 
|GM %                                                         
|SG&A                                                         
|Impairment of goodwill & long-lived assets                   
|Operating Income (Loss)                                      
|                                                             
|Depreciation and Amortization                                
|Capital expenditures                                         
|                                                             
|Intangibles, Net                                             
|Goodwill                                                     
|Total Assets                                                 



Revenue



Revenues for the fiscal year ended September
30, 2014 were $42.3 million or slightly below the $42.8 million of revenue recorded in 2013.



20







Revenues from Contract Research were essentially
unchanged in 2014 compared to 2013, reflecting continuing restraint in Federal Agency contract awards. While Contract Research
revenues were $21.9 million in both 2014 and 2013, the timing of revenues has become more difficult to forecast due to delays in
award and funding decisions. The contract revenue backlog for contract research has declined from $40 million in 2013 to $30 million
in 2014 of which 47% is SBIR grants. The Company continues to seek to diversify its contracting sources and to limit its reliance
on both the SBIR program and the limited number of government agencies that currently contract for its research. This diversification
also includes contract research for commercial businesses rather than governmental agencies.



The revenues of our Optics segment increased
25.9% to $19.6 million from $15.6 million in 2013. Each of the four business units in the Optics segment achieved revenue growth
in 2014 due to increases in volume. In addition, the DichroTec acquisition discussed above contributed approximately $0.5 million
to the revenues of the Optics segment in 2014.



Revenues in the Instruments segment decreased
to $0.8 million in 2014 from $5.1 million in fiscal year 2013 as a result of the sales of the lead paint and gamma medical probe
businesses in the first quarter of 2014 as discussed above.



The Biomedical segment revenues, which
were nominal, were primarily associated with a technology development contract with the Mayo Clinic that was substantially completed
in 2013.



Gross Profit



Gross profit for fiscal year 2014 decreased
$1.4 million or 7.5% to $16.7 million from the prior year amount of $18.1 million. Gross profit as a percentage of revenue decreased
to 39.5% from 42.3% at September 30, 2013 primarily as a result of higher gross profit margins in the Instruments segment, the
assets and business of which were substantially disposed of in the first quarter of fiscal year 2014. Excluding the Instruments
segment, gross profit increased $0.7 million to $16.4 million in 2014 from $15.7 million in 2013.



Gross profit for the Contract Research
segment declined $0.5 million to $9.3 million in 2014 from $9.8 million in 2013 as a result of changes in the mix of direct and
indirect labor hours billed. Direct labor hours have a higher gross profit margin than indirect hours.



The Optics segment’s gross profit
increased by $1.5 million or 25.7% to $7.1 million in 2014 from $5.6 million in 2013 while gross profit as a percentage of revenue
remained essentially flat at 36.2% in 2014 compared to 36.3% in 2013.



The Instrument segment’s gross profit
decreased to $0.3 million in 2014 from $2.4 million in 2013 as a result of the sale of the lead paint and gamma medical probe businesses
discussed above which comprised substantially all of the business of the Instruments segment.



Selling, General & Administrative
(“SG&A”) Expenses



SG&A expenses decreased $4.1 million
to $15.3 million or 36.2% of revenue in fiscal year 2014, from $19.4 million or 45.4% of revenue for fiscal year 2013. Excluding
the SG&A expenses associated with the Instruments segment, the assets and business of which were substantially disposed of
in the first quarter of fiscal year 2014, SG&A expenses were down to $14.8 million in 2014 from $15.9 million in 2013 primarily
due to cost savings in the Contract Research segment in 2014 and, to a lesser extent, cost reductions at Dynasil Biomedical.



Contract Research SG&A decreased to
$8.5 million or 39.0% of revenue in fiscal 2014 from $9.3 million or 42.7% of revenue in the prior year. The lower SG&A expense
in 2014 was a result of cost savings measures implemented during 2014 in response to the decline in government spending and contract
awards.



SG&A within the Optics segment decreased
slightly to $5.5 million in 2014 from $5.6 million in 2013.



Finally, SG&A costs in the Biomedical
segment in fiscal year 2014 were approximately $0.8 million as compared to $1.0 million in fiscal year 2013. The costs in 2014
were primarily associated with spending on the development of the tissue sealant technologies whereas in 2013 the spending was
associated with the development of the three main Biomedical technologies: hematology, hypothermic core cooling and tissue sealants.
Since the formation of Xcede and the spin out of the tissue sealant technology in October 2013, Biomedical has reduced its spending
on the hematology and hypothermic core cooling technologies. While we believe these technologies have value, they remain in the
early stages of development and there can be no assurance that we will be able to successfully bring any of them to market.



21







In fiscal year 2014, Xcede raised approximately
$1.4 million of funding from external investors, including officers and directors of the Company. We expect Xcede will continue
to require periodic external investor funding in amounts larger than what has been raised to date in order to pursue clinical trials
and regulatory approvals of its tissue sealant technology. We are continuing to explore the availability of outside financing,
including through a sale, licensing or joint venture, though we may not be able to secure any such financing arrangement on favorable
terms or at all.



Net Interest Expense



Net interest expense decreased to $0.7
million in 2014 from $0.9 million in fiscal 2013, primarily as a result of the debt refinancing we completed in the third quarter
of 2014 that allowed us to regain compliance with our Massachusetts Capital Resources Company debt covenants. The Company had been
accruing interest on this debt at the default rate of 14% rather than the normal rate of 10% since it suspended interest payments
in February 2013. All unpaid interest was paid in connection with the refinancing.



Income Tax Credit



Total income tax credit decreased from
a tax credit of ($303,000) in fiscal 2013 to a tax credit of ($21,000) in fiscal 2014. The decrease in the credit is due to an
increase in federal tax liability in 2014 compared to 2013 offset by higher foreign research credits claimed in 2014.



Net Income



As a result, the Company had net income
of $2.0 million for the year ended September 30, 2014 compared to a net loss of $8.7 million for the fiscal year ended September
30, 2013. The net income in 2014 included a $1.3 million gain from the sale of two businesses while the net loss in 2013 included
an intangible asset impairment charge of $6.8 million. Excluding the gain on sale in 2014 and the asset impairment charge in 2013,
our net income increased to $0.8 million in 2014 compared to a $1.9 million loss in 2013. Our net income was reduced by approximately
$0.8 million of losses from our Biomedical segment in both 2014 and 2013. Significantly, all of the $0.8 million Biomedical loss
in 2014 was funded through a portion of the proceeds from Xcede’s convertible notes offering in fiscal year 2014.



Liquidity and Capital Resources



Liquidity Overview



As of September 30, 2014, the Company is
in compliance with the terms of all its outstanding indebtedness. As of such date, the Company had total indebtedness consisting
of:



| | · | $2.1 million senior debt under its revolving
line of credit with Middlesex Saving Bank, with an additional borrowing capacity of up to $1.9 million, subject to the terms and
conditions of the Middlesex Savings Bank Loan Agreement;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | approximately $3.0 million of subordinated
debt owed to Massachusetts Capital Resources Company;
| | - | ------------------------------------------------------------------------------------------------



| | · | approximately $1.4 million of Xcede Convertible
Notes convertible into Xcede common stock; and
| | - | ----------------------------------------------------------------------------------------------



| | · | approximately $0.5 million of Notes Payable
to two government entities.
| | - | -----------------------------------------------------------------------



Net cash as of September 30, 2014 was $3.8
million, which was an increase of $1.4 million as compared to $2.4 million at September 30, 2013.



The Company believes that its cash on hand
and its borrowing capacity under its revolving line of credit will be sufficient to fund its current debt obligations, estimated
capital expenditures and working capital needs for the next twelve months.



22







The Middlesex Saving Bank Loan Agreement
was obtained and utilized to repay and replace the Company’s previous credit facility with Santander Bank, N.A. (“Santander”),
with which, as discussed below, the Company was in default during 2013.



As of September 30, 2013, the Company was
in default on its outstanding indebtedness of approximately $9.8 million, consisting of approximately $6.8 million of senior debt
owed to Santander and approximately $3.0 million of subordinated debt owed to Massachusetts Capital Resource Company (“MCRC”).
The causes for the covenant violations were lower revenue and higher than expected expenses in the Company's Instruments and Contract
Research segments during the fiscal quarter ended September 30, 2012 and continuing through fiscal 2013, combined with the Company’s
continued investment in Biomedical and the Company's Dual Mode nuclear detection initiative.



In the first quarter of fiscal year 2014,
in addition to its normal monthly principal payments to its senior lender, the Company used $4.0 million of the proceeds received
in connection with the sale of its lead paint and gamma medical probe businesses to reduce its indebtedness to Santander.



On May 1, 2014, the Company entered into
a three year revolving line of credit arrangement with Middlesex Savings Bank (“Middlesex”) for up to $4.0 million
with the amount available for advances determined monthly based on eligible billed and unbilled accounts receivable and inventory.
Upon the closing of the loan, the Company repaid the approximately $1.8 million principal owed to Santander and terminated the
loan agreement with Santander, and repaid the $600,000 of accrued interest due to MCRC as of April 30, 2014. MCRC issued a waiver
to the Company for prior covenant violations, and agreed that the debt owed to MCRC would be subordinated to the Middlesex line
of credit. As a result, the Company is no longer in default of any of its loan obligations and has reclassified the subordinated
debt to a long term liability based on its terms.



The
Middlesex line of credit is secured by substantially all the Company’s personal property and the Company’s equity interests
in certain of its subsidiaries, and is guaranteed by all of the Company’s wholly owned subsidiaries. The interest rate under
the line of credit note is equal to the Prime Rate, but in no event less than 3.25%. The Middlesex loan agreement provides that
the loan expires on May 1, 2017, at which time all outstanding
principal and unpaid interest shall become due and payable.



Net Cash Provided by Operating Activities



Net cash provided by operating activities
was $1.9 million for fiscal year 2014 versus $1.7 million for fiscal year 2013. In 2014, the principal differences between net
income of $2.0 million and net cash provided of $1.9 million are for stock compensation expense of $0.5 million, depreciation and
amortization of $1.1 million and a gain on the sale of property plant and equipment of $1.3 million while changes to the short
term asset and liability amounts in our balance sheet used $0.6 million. In 2013, the principal differences between the net loss
of $8.7 million and the net cash provided of $1.7 million are stock compensation expense of $0.4 million, depreciation and amortization
expense of $1.6 million and the impairment of goodwill and long lived assets of $6.8 million. These major non-cash items totaled
$8.8 million in 2013. The net change in our short term assets and liabilities totaled $1.7 million primarily as a result of a $1.8
million decrease in billed and unbilled accounts receivable as a result of improved billing and collection practices in the Contracts
Research segment.



Cash Flows from Investing Activities



Cash flows from investing activities were
$2.4 million for fiscal 2014 compared with a use of $0.5 million for fiscal 2013. Fiscal 2014 activities included $4.3M million
of proceeds from the sale of the lead paint and gamma medical probe businesses partially offset by the $0.5 million cash payment
in connection with the DichroTec acquisition and other machinery and equipment and leasehold improvement expenditures of $1.4 million.
All expenditures in 2013 were made to purchase machinery and equipment. There are currently plans for capital expenditures of $1.4
million during fiscal year 2015, depending on the availability of cash and/or financing.



All of the $0.8 million Biomedical loss
in 2014 was funded through a portion of the proceeds from Xcede’s convertible notes offering in fiscal year 2014.



23









Cash Flows from Financing Activities



Cash flows from financing activities used
$2.9 million of cash in fiscal 2014, primarily in connection with the pay down of the $6.8 million owed to Santander Bank. The
Company borrowed $2.4 million under its new Middlesex line of credit and $0.5 million of other borrowings secured by specific equipment
purchases in 2014. The Company’s Xcede joint venture raised $1.4 million in convertible notes in 2014. The Company used $2.2
million of cash in fiscal 2013, primarily for regularly scheduled payments to Santander Bank under the previous five year term
debt agreement.



Terms of Outstanding Indebtedness



The following is summary of the terms of
the existing loan agreement in place with the Company’s senior lender, Middlesex Savings Bank, and the terms of subordinated
debt owed to Massachusetts Capital Resources Company.



Middlesex Savings Bank Loan Agreement



On
May 1, 2014, Dynasil entered into a loan and security agreement (the “Bank Loan Agreement”) and line of credit note
(the “Note”) with Middlesex Savings Bank pursuant to which Middlesex agreed to provide up to $4 million, subject to
the availability restrictions described below, under a revolving line of credit loan to Dynasil for general corporate purposes.
The Bank Loan Agreement provides that the loan expires on May 1, 2017, at which time all
outstanding principal and unpaid interest shall become due and payable.



The Bank Loan Agreement and the Note are
secured by (i) a security interest in substantially all of the Company’s personal property and (ii) sixty-five percent (65%)
of the Company’s equity interests in its UK subsidiary, Hilger Crystals, Ltd. Under the note, the borrowing base is determined
monthly based on eligible billed and unbilled accounts receivable and eligible inventory. The interest rate under the Note is equal
the Prime Rate, but in no event less than 3.25%.



The Bank Loan Agreement also contains other
terms, conditions and provisions that are customary for commercial lending transactions of this sort. The Bank Loan Agreement requires
Dynasil, at the close of each fiscal quarter, to maintain a Debt Service Coverage ratio, as defined, of at least 1.20 to 1.00 on
a trailing four quarter basis.



The Bank Loan Agreement provides for events
of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation,
breach of covenants, representations and warranties, insolvency and bankruptcy, change of management, as defined and the occurrence
of a material adverse change, as defined. As a result of the material adverse change clause, the line of credit has been classified
as a current liability in this filing.



Note Purchase Agreement – Massachusetts Capital Resource
Company



On July 31, 2012, the Company entered into
a Note Purchase Agreement (the “Agreement”) with MCRC. Pursuant to the terms of the Agreement, the Company issued and
sold to MCRC a $3.0 million subordinated note (the “Subordinated Note”) for proceeds of $3.0 million. The Subordinated
Note matures on July 31, 2017, unless accelerated pursuant to an event of default, as described below. The Subordinated Note bears
interest at the rate of ten percent (10.0%) per annum, with interest to be payable monthly on the last day of each calendar month
in each year, the first such payment to be due and payable on August 31, 2012. Under the terms of the Agreement, beginning on and
with September 30, 2015, and on the last day of each calendar month thereafter through and including July 31, 2017, the Company
will redeem, without premium, $130,000 in principal amount of the Subordinated Note together with all accrued and unpaid interest
then due on the amount redeemed.



Under the terms of the Agreement and a
Subordination Agreement dated July 31, 2012, MCRC and any successor holder of the Subordinated Note have agreed that the payment
of the principal of and interest on the Subordinated Note shall be subordinated in right of payment, to the prior payment in full
of all indebtedness of the Company for money borrowed from banks or other institutional lenders at any time outstanding.



24







The Agreement contains customary representations,
warranties and covenants, including covenants by the Company limiting additional indebtedness, liens, guaranties, mergers and consolidations,
substantial asset sales, investments and loans, sale and leasebacks, transactions with affiliates and fundamental changes. In addition,
the Agreement contains financial covenants by the Company (as further defined in the Agreement) that (i) impose a Consolidated
Maximum Leverage Ratio (consolidated total funded debt to consolidated EBITDA) equal to or less than 4.5 to 1.0 for each rolling
four quarter period ending on or after March 31, 2013, and (ii) require a Consolidated Fixed Charge Coverage Ratio (consolidated
EBITDA to consolidated fixed charges) of not less than 0.95 to 1.00 for each rolling four quarter period ending on or after September
30, 2013.



The Agreement also provides for events
of default customary for agreements of this type, including, but not limited to, non-payment, breach of covenants, insolvency and
defaults on other debt. Upon an event of default, MCRC may elect to declare all obligations (including principal, interest and
all others amounts payable) immediately due and payable, which shall occur automatically if the Company becomes insolvent.



On September
26, 2013, MCRC agreed to certain amendmentsto the Note Purchase Agreement dated July 31, 2012 in order to permit the Company
to form Xcede, a joint venture with the Mayo Clinic, to spin out and separately fund the development of the tissue sealant technology.



In May 2014, in connection with the closing
of the Bank Loan Agreement, MCRC issued a waiver to the Company for prior covenant violations and agreed that the debt owed to
MCRC would be subordinated to the Middlesex line of credit.



“Off Balance Sheet” Arrangements



The Company has no “Off Balance Sheet”
arrangements.



NEW ACCOUNTING PRONOUNCEMENTS



See Note 2, "Summary of Significant
Accounting Policies" in the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements,
including the respective dates of adoption or expected adoption and effects on our consolidated financial position, results of
operations and cash flows.



CRITICAL ACCOUNTING POLICIES



Our discussion and analysis of financial
condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the
SEC. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. We have identified the following as the items that require
the most significant judgment and often involve complex estimation: revenue recognition, valuation of long-lived assets, intangible
assets and goodwill, estimating allowances for doubtful accounts receivable, stock-based compensation and accounting for income
taxes.



Revenue Recognition



Revenue from sales of products is recognized
at the time title and the risks and rewards of ownership pass. Revenue is recognized when the products are shipped per customers’
instructions, the contract has been executed, the contract or sales price is fixed or determinable, delivery of services or products
has occurred and the Company’s ability to collect the contract price is considered reasonably assured.



Revenue from research and development activities
is derived generally from the following types of contracts: reimbursement of costs plus fees, fixed price or time and material
type contracts. Government funded services revenues from cost plus contracts are recognized as costs are incurred on the basis
of direct costs plus allowable indirect costs and an allocable portion of the contracts’ fixed fees. Revenue from fixed-type
contracts is recognized under the percentage of completion method with estimated costs and profits included in contract revenue
as work is performed. Revenues from time and materials contracts are recognized as costs are incurred at amounts generally commensurate
with billing amounts. Recognition of losses on projects is taken as soon as the loss is reasonably determinable.



25







The majority of the Company’s contract
research revenue is derived from the United States government and government related contracts. Such contracts have certain risks
which include dependence on future appropriations and administrative allotment of funds and changes in government policies. Costs
incurred under United States government contracts are subject to audit. The Company believes that the results of such audits will
not have a material adverse effect on its financial position or its results of operations.



Goodwill



Goodwill and intangible assets which have
indefinite lives are subject to annual impairment tests. Goodwill is tested by reviewing the carrying value compared to the fair
value at the reporting unit level. Fair value for the reporting unit is derived using the income approach. Under the income approach,
fair value is calculated based on the present value of estimated future cash flows. Assumptions by management are necessary to
evaluate the impact of operating and economic changes and to estimate future cash flows. Management’s evaluation includes
assumptions on future growth rates and cost of capital that are consistent with internal projections and operating plans.



The Company generally performs its annual
impairment testing of goodwill during the fourth quarter of its fiscal year, or more frequently if events or changes in circumstances
indicate that the assets might be impaired. The Company tests impairment at the reporting unit level using the two-step process.
The Company's primary reporting units tested for impairment are RMD, which comprises our Contract Research segment, and Hilger,
which is a component of the Optics segment.



Step one of the impairment testing compares
the carrying value of a reporting unit to its fair value. The carrying value represents the net book value of the net assets of
the reporting unit or simply the equity of the reporting unit if the reporting unit is the entire entity. If the fair value of
the reporting unit is greater than its carrying value, no impairment has been incurred and no further testing or analysis is necessary.
The Company estimates fair value using a discounted cash flow methodology which calculates fair value based on the present value
of estimated future cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about
projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current
and anticipated operating conditions. Assumptions by management are necessary to evaluate the impact of operating and economic
changes. The Company's evaluation includes assumptions on future growth rates and cost of capital that are consistent with internal
projections and operating plans. The use of different assumptions or estimates for future cash flows could produce different results.
The Company regularly assesses the estimates based on the actual performance of each reporting unit.



If the carrying value of a reporting unit
is greater than its fair value, step two of the impairment testing process is performed to determine the amount of impairment to
be recognized. Step two requires the Company to estimate an implied fair value of the reporting unit's goodwill by allocating the
fair value of the reporting unit to all of the assets and liabilities other than goodwill. An impairment then exists if the carrying
value of the goodwill is greater than the goodwill's implied fair value. With respect to the Company's annual goodwill impairment
testing performed during the fourth quarter of fiscal year 2014, step one of the testing determined the estimated fair value of
RMD and Hilger substantially exceeded their carrying values. Accordingly, the Company concluded that no impairment had occurred
and no further testing was necessary.



In the second quarter of 2013, as a result
of a decision to dispose of a significant portion of the Dynasil Products reporting unit, the Company performed an interim impairment
test of long lived assets and goodwill associated with its Dynasil Products reporting unit and asset group. Under step two of the
impairment testing, the income method was used to allocate the fair values of all of the assets and liabilities of this reporting
unit, with the remaining residual fair value allocated to goodwill. The result of this impairment test was to write off Product’s
goodwill totaling $4.0 million and approximately $2.8 million of its long lived assets other than goodwill for a total write-off
of $6.8 million. With the sale of the lead paint and gamma medical probes businesses in the first quarter of fiscal year 2014,
the Company had disposed of substantially all of its Instruments segment.



26







Impairment of Long-Lived Assets



The Company's long-lived assets include
property, plant and equipment and intangible assets subject to amortization. The Company evaluates long-lived assets for recoverability
whenever events or changes in circumstances indicate that an asset may have been impaired. In evaluating an asset for recoverability,
the Company estimates the future cash flow expected to result from the use of the asset and eventual disposition. If the expected
future undiscounted cash flow is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying
amount over the fair value of the asset, is recognized.



There was no impairment charge during the
year ended September 30, 2014. During the second quarter of 2013, in connection with an interim impairment test of long lived assets
and goodwill associated with its Dynasil Products reporting unit, the Company determined that the fair value of the long-lived
assets (other than goodwill) of Products was less than the carrying amount of those assets and, as a result, recorded a pre-tax
impairment charge of approximately $2.8 million plus a $4.0 million write-off of goodwill as discussed above.



Intangible Assets



The Company's intangible assets consist
of acquired customer relationships and trade names of Hilger Crystals, Ltd., acquired know-how of Radiation Monitoring Devices,
Inc., and provisionally patented technologies within Dynasil Biomedical Corp.



The Company estimates the fair value of
indefinite-lived intangible assets using an income approach, and recognizes an impairment loss when the estimated fair value of
the indefinite-lived intangible assets is less than the carrying value. During the fourth quarter of fiscal year 2014, the Company
conducted its annual impairment review of indefinite-lived intangible assets with no impairments to the carrying values identified.



The Company reviews intangible assets with
finite lives for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable.
Recoverability of these intangible assets is assessed based on the undiscounted future cash flows expected to result from the use
of the asset. If the undiscounted future cash flows are less than the carrying value, the intangible assets with finite lives are
considered to be impaired. The amount of the impairment loss, if any, is measured as the difference between the carrying amount
of these assets and the fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market
values.



The Company amortizes its intangible assets
with definitive lives over their useful lives, which range from 4 to 20 years, based on the time period the Company expects to
receive the economic benefit from these assets.



Allowance for Doubtful Accounts Receivable



We perform ongoing credit evaluations of
our customers and adjust credit limits based upon payment history and the customer's current credit worthiness, as determined by
our review of their current credit information. We continuously monitor collections and payments from our customers and maintain
a provision for estimated credit losses based upon our historical experience and any specific customer collection issues that we
have identified. While such credit losses have historically been minimal, within our expectations and the provisions established,
we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. A significant change
in the liquidity or financial position of any of our significant customers could have a material adverse effect on the collectability
of our accounts receivable and our future operating results.



Stock-Based Compensation



We account for stock-based compensation
using fair value. Compensation costs are recognized for stock options granted to employees and directors. Options and warrants
granted to employees and non-employees are recorded as an expense over the requisite service period based on the grant date estimated
fair value of the grant, determined using the Black-Scholes option pricing model.



27







Income Taxes



As part of the process of preparing our
consolidated financial statements, we are required to estimate our income tax provision (benefit) in each of the jurisdictions
in which we operate. This process involves estimating our current income tax provision (benefit) together with assessing temporary
differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax
assets and liabilities, which are included within our consolidated balance sheets. We regularly evaluate our ability to recover
the reported amount of our deferred income taxes considering several factors, including our estimate of the likelihood of the Company
generating sufficient taxable income in future years during the period over which temporary differences reverse. The Company believes
it is more likely than not that these carry-forwards will not be realized and, therefore, a valuation allowance has been applied.



Forward-Looking Statements



The statements contained in this Annual
Report on Form 10-K which are not historical facts, are forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements regarding future events and our future results are based on current
expectations, estimates, forecasts, and projections and the beliefs and assumptions of our management, including, without limitation,
our expectations regarding results of operations, our compliance with the financial covenants under our loan agreements with Middlesex
Savings Bank and Massachusetts Capital Resource Company, Xcede obtaining financing from outside investors, the commercialization
of our products including our dual mode detectors, our development of new technologies including at Dynasil Biomedical, the adequacy
of our current financing sources to fund our current operations, our growth initiatives, our capital expenditures and the strength
of our intellectual property portfolio. These forward-looking statements may be identified by the use of words such as “plans”,
“intends,” “may,” “could,” “expect,” “estimate,” “anticipate,”
“continue” or similar terms, though not all forward-looking statements contain such words. The actual results of the
future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements
due to a number of important factors. These factors that could cause actual results to differ from those anticipated or predicted
include, without limitation, our ability to develop and commercialize our products, including obtaining regulatory approvals, the
size and growth of the potential markets for our products and our ability to serve those markets, the rate and degree of market
acceptance of any of our products, general economic conditions, costs and availability of raw materials and management information
systems, our ability to obtain and maintain intellectual property protection for our products, competition, the loss of key management
and technical personnel, our ability to obtain timely payment of our invoices to governmental customers, litigation, the effect
of governmental regulatory developments, the availability of financing sources, our ability to deleverage our balance sheet, our
ability to identify and execute on acquisition opportunities and integrate such acquisitions into our business, and seasonality,
as well as the uncertainties set forth in this Annual Report on Form 10-K, including the risk factors contained in Item 1A, and
from time to time in the Company's other filings with the Securities and Exchange Commission. The Company disclaims any intention
or obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.



Use of Non-GAAP Financial Measures



In addition to financial measures prepared
in accordance with generally accepted accounting principles (GAAP), this report also contains a measure of our net income excluding
the gain on sale of our lead paint and gamma medical probe businesses and our net loss excluding goodwill and intangible asset
impairment charges. See “—Results of Operations—Net Income.” The Company believes that the inclusion of
this non-GAAP financial measure helps investors to gain a meaningful understanding of the Company’s core operating results
and enhance comparing such performance with prior periods. Our management uses this non-GAAP measure, in addition to GAAP financial
measures, as the basis for measuring our core operating performance and comparing such performance to that of prior periods. The
non-GAAP financial measure included in this report is not meant to be considered superior to or a substitute for results of operations
prepared in accordance with GAAP.



28







ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA



Financial Statements



|                                                                                                         | Page
|-------------------------------------------------------------------------------------------------------- | ----
|Report of Independent Registered Public Accounting Firm                                                  | F-2 
|Consolidated Financial Statements:                                                                       |     
|Balance Sheets as of September 30, 2014 and 2013                                                         | F-3 
|Statements of Operations and Comprehensive Income (Loss) for the years ended September 30, 2014 and 2013 | F-5 
|Statements of Stockholders’ Equity for the years ended September 30, 2014 and 2013                       | F-6 
|Statements of Cash Flows for the years ended September 30, 2014 and 2013                                 | F-7 
|Notes to Consolidated Financial Statements                                                               | F-8 



F-1







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders

Dynasil Corporation of America and Subsidiaries

Watertown, Massachusetts



We have audited the accompanying consolidated balance sheets
of Dynasil Corporation of America and Subsidiaries (the Company) as of September 30, 2014 and 2013 and the related consolidated
statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for the years then ended.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these financial statements based on our audits.



We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.



In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial position of Dynasil Corporation of America and Subsidiaries as
of September 30, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity
with U.S. generally accepted accounting principles.



/s/ McGladrey LLP



Boston, Massachusetts

December 16, 2014



F-2









DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2014 and 2013



|                                                                                                                           |  | September 30, |            |  | September 30, |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- |  | ------------- | -
|                                                                                                                           |  | 2014          |            |  | 2013          |  
|ASSETS                                                                                                                     |  |               |            |  |               |  
|Current Assets                                                                                                             |  |               |            |  |               |  
|Cash and cash equivalents                                                                                                  |  | $             | 3,842,000  |  |               | $
|Accounts receivable, net of allowances of $299,000 and $185,000 at September 30, 2014 and September 30, 2013, respectively |  |               | 3,240,000  |  |               |  
|Costs in excess of billings and unbilled receivables                                                                       |  |               | 1,235,000  |  |               |  
|Inventories, net of reserves                                                                                               |  |               | 2,954,000  |  |               |  
|Prepaid expenses and other current assets                                                                                  |  |               | 919,000    |  |               |  
|Total current assets                                                                                                       |  |               | 12,190,000 |  |               |  
|                                                                                                                           |  |               |            |  |               |  
|Property, Plant and Equipment, net                                                                                         |  |               | 6,518,000  |  |               |  
|                                                                                                                           |  |               |            |  |               |  
|Other Assets                                                                                                               |  |               |            |  |               |  
|Intangibles, net                                                                                                           |  |               | 1,383,000  |  |               |  
|Goodwill                                                                                                                   |  |               | 6,247,000  |  |               |  
|Deferred financing costs, net                                                                                              |  |               | 39,000     |  |               |  
|Total other assets                                                                                                         |  |               | 7,669,000  |  |               |  
|                                                                                                                           |  |               |            |  |               |  
|Total Assets                                                                                                               |  | $             | 26,377,000 |  |               | $
|                                                                                                                           |  |               |            |  |               |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                       |  |               |            |  |               |  
|Current Liabilities                                                                                                        |  |               |            |  |               |  
|Current portion of long-term debt                                                                                          |  | $             | 2,329,000  |  |               | $
|Capital lease obligations, current                                                                                         |  |               | 134,000    |  |               |  
|Convertible notes                                                                                                          |  |               | 1,433,000  |  |               |  
|Accounts payable                                                                                                           |  |               | 1,602,000  |  |               |  
|Deferred revenue                                                                                                           |  |               | 103,000    |  |               |  
|Accrued expenses and other liabilities                                                                                     |  |               | 2,503,000  |  |               |  
|Total current liabilities                                                                                                  |  |               | 8,104,000  |  |               |  
|                                                                                                                           |  |               |            |  |               |  
|Long-term Liabilities                                                                                                      |  |               |            |  |               |  
|Long-term debt, net of current portion                                                                                     |  |               | 3,282,000  |  |               |  
|Capital lease obligations, net of current portion                                                                          |  |               | 95,000     |  |               |  
|Pension liability                                                                                                          |  |               | 318,000    |  |               |  
|Deferred tax liability                                                                                                     |  |               | 264,000    |  |               |  
|Total long-term liabilities                                                                                                |  |               | 3,959,000  |  |               |  



The accompanying notes are an integral part of these consolidated
financial statements.



F-3







DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2014 and 2013 (Continued)



LIABILITIES AND STOCKHOLDERS' EQUITY
(Continued)



|                                                                                                                                                                                                                  |  | September 30, |            |   | September 30, |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------- | -
|                                                                                                                                                                                                                  |  | 2014          |            |   | 2013          |  
|Stockholders' Equity                                                                                                                                                                                              |  |               |            |   |               |  
|Common Stock, $0.0005 par value, 40,000,000 shares authorized, 17,140,182 and 16,224,402 shares issued, 16,330,022 and 15,414,242  shares outstanding at September 30, 2014 and September 30, 2013, respectively. |  |               | 9,000      |   |               |  
|Additional paid in capital                                                                                                                                                                                        |  |               | 19,195,000 |   |               |  
|Accumulated other comprehensive income                                                                                                                                                                            |  |               | 98,000     |   |               |  
|Accumulated deficit                                                                                                                                                                                               |  |               | (3,933,000 | ) |               |  
|Less 810,160 shares of treasury stock - at cost                                                                                                                                                                   |  |               | (986,000   | ) |               |  
|Total Dynasil stockholders' equity                                                                                                                                                                                |  |               | 14,383,000 |   |               |  
|Noncontrolling interest                                                                                                                                                                                           |  |               | (69,000    | ) |               |  
|Total stockholders' equity                                                                                                                                                                                        |  |               | 14,314,000 |   |               |  
|                                                                                                                                                                                                                  |  |               |            |   |               |  
|Total Liabilities and Stockholders' Equity                                                                                                                                                                        |  | $             | 26,377,000 |   |               | $



The accompanying notes are an integral part of these consolidated
financial statements.



F-4







DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED SEPTEMBER 30, 2014
and 2013



|                                                       |  | 2014 |            |   | 2013 |  
|------------------------------------------------------ |  | ---- | ---------- | - | ---- | -
|Net revenue                                            |  | $    | 42,309,000 |   |      | $
|Cost of revenue                                        |  |      | 25,579,000 |   |      |  
|Gross profit                                           |  |      | 16,730,000 |   |      |  
|Operating expenses:                                    |  |      |            |   |      |  
|Sales and marketing                                    |  |      | 1,408,000  |   |      |  
|Research and development                               |  |      | 1,343,000  |   |      |  
|General and administrative                             |  |      | 12,581,000 |   |      |  
|Gain on sale of assets                                 |  |      | (1,297,000 | ) |      |  
|Impairment of goodwill and long-lived assets           |  |      | -          |   |      |  
|                                                       |  |      |            |   |      |  
|Total operating expenses                               |  |      | 14,035,000 |   |      |  
|Income (loss) from operations                          |  |      | 2,695,000  |   |      |  
|Interest expense, net                                  |  |      | 713,000    |   |      |  
|Income (loss) before taxes                             |  |      | 1,982,000  |   |      |  
|Income tax (credit)                                    |  |      | (21,000    | ) |      |  
|Net income (loss)                                      |  |      | 2,003,000  |   |      |  
|Less: Net loss attributable to noncontrolling interest |  |      | (69,000    | ) |      |  
|Net income (loss) attributable to common stockholders  |  | $    | 2,072,000  |   |      | $
|                                                       |  |      |            |   |      |  
|Net income (loss)                                      |  | $    | 2,003,000  |   |      | $
|Other comprehensive income (loss):                     |  |      |            |   |      |  
|(Increase) decrease in pension liability               |  |      | (68,000    | ) |      |  
|Foreign currency translation                           |  |      | 13,000     |   |      |  
|Total comprehensive income (loss)                      |  | $    | 1,948,000  |   |      | $
|                                                       |  |      |            |   |      |  
|Basic net income (loss) per common share               |  | $    | 0.13       |   |      | $
|Diluted net income (loss) per common share             |  | $    | 0.13       |   |      | $
|                                                       |  |      |            |   |      |  
|Weighted average shares outstanding                    |  |      |            |   |      |  
|Basic                                                  |  |      | 15,415,408 |   |      |  
|Diluted                                                |  |      | 15,429,664 |   |      |  



The accompanying notes are an integral part
of these consolidated financial statements.



F-5







DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 2014
and 2013



|                                                                      |  |        |            |  |        |   |       | Additional |  |   | Other         |  |  |          |         |   |                |   |            |                |  |  |               |  |  | Total  |         
|--------------------------------------------------------------------- |  | ------ | ---------- |  | ------ | - | ----- | ---------- |  | - | ------------- |  |  | -------- | ------- | - | -------------- | - | ---------- | -------------- |  |  | ------------- |  |  | ------ | --------
|                                                                      |  | Common |            |  | Common |   |       | Paid-in    |  |   | Comprehensive |  |  | Retained |         |   | Treasury Stock |   |            | Noncontrolling |  |  | Stockholders' | 
|                                                                      |  | Shares |            |  | Amount |   |       | Capital    |  |   | Income        |  |  | Earnings |         |   | Shares         |   |            | Amount         |  |  | Interest      |  |  | Equity |         
|Balance, September 30, 2012                                           |  |        | 15,610,517 |  |        | $ | 8,000 |            |  | $ | 17,038,000    |  |  | $        | 62,000  |   |                | $ | 2,722,000  |                |  |  | 810,160       |  |  | $      | (986,000
|Issuance of shares of common stock under employee stock purchase plan |  |        | 28,622     |  |        |   | -     |            |  |   | 21,000        |  |  |          | -       |   |                |   | -          |                |  |  | -             |  |  |        | -       
|                                                                      |  |        |            |  |        |   |       |            |  |   |               |  |  |          |         |   |                |   |            |                |  |  |               |  |  |        |         
|Stock-based compensation costs                                        |  |        | 585,263    |  |        |   | -     |            |  |   | 417,000       |  |  |          | -       |   |                |   | -          |                |  |  | -             |  |  |        | -       
|                                                                      |  |        |            |  |        |   |       |            |  |   |               |  |  |          |         |   |                |   |            |                |  |  |               |  |  |        |         
|Adjustment for decrease in pension liability, net of tax              |  |        | -          |  |        |   | -     |            |  |   | -             |  |  |          | 93,000  |   |                |   | -          |                |  |  | -             |  |  |        | -       
|                                                                      |  |        |            |  |        |   |       |            |  |   |               |  |  |          |         |   |                |   |            |                |  |  |               |  |  |        |         
|Foreign currency translation adjustment                               |  |        | -          |  |        |   | -     |            |  |   | -             |  |  |          | (2,000  | ) |                |   | -          |                |  |  | -             |  |  |        | -       
|                                                                      |  |        |            |  |        |   |       |            |  |   |               |  |  |          |         |   |                |   |            |                |  |  |               |  |  |        |         
|Net loss                                                              |  |        | -          |  |        |   | -     |            |  |   | -             |  |  |          | -       |   |                |   | (8,727,000 | )              |  |  | -             |  |  |        | -       
|Balance, September 30, 2013                                           |  |        | 16,224,402 |  |        | $ | 8,000 |            |  | $ | 17,476,000    |  |  | $        | 153,000 |   |                | $ | (6,005,000 | )              |  |  | 810,160       |  |  | $      | (986,000
|Issuance of shares of common stock under employee stock purchase plan |  |        | 10,499     |  |        |   | -     |            |  |   | 13,000        |  |  |          | -       |   |                |   | -          |                |  |  | -             |  |  |        | -       
|                                                                      |  |        |            |  |        |   |       |            |  |   |               |  |  |          |         |   |                |   |            |                |  |  |               |  |  |        |         
|Stock-based compensation costs                                        |  |        | 205,281    |  |        |   | -     |            |  |   | 467,000       |  |  |          | -       |   |                |   | -          |                |  |  | -             |  |  |        | -       
|                                                                      |  |        |            |  |        |   |       |            |  |   |               |  |  |          |         |   |                |   |            |                |  |  |               |  |  |        |         
|Issuance of shares for acquisition                                    |  |        | 700,000    |  |        |   | 1,000 |            |  |   | 1,239,000     |  |  |          | -       |   |                |   | -          |                |  |  | -             |  |  |        | -       
|                                                                      |  |        |            |  |        |   |       |            |  |   |               |  |  |          |         |   |                |   |            |                |  |  |               |  |  |        |         
|Adjustment for decrease in pension liability, net of tax              |  |        | -          |  |        |   | -     |            |  |   | -             |  |  |          | (68,000 | ) |                |   | -          |                |  |  | -             |  |  |        | -       
|                                                                      |  |        |            |  |        |   |       |            |  |   |               |  |  |          |         |   |                |   |            |                |  |  |               |  |  |        |         
|Foreign currency translation adjustment                               |  |        | -          |  |        |   | -     |            |  |   | -             |  |  |          | 13,000  |   |                |   | -          |                |  |  | -             |  |  |        | -       
|                                                                      |  |        |            |  |        |   |       |            |  |   |               |  |  |          |         |   |                |   |            |                |  |  |               |  |  |        |         
|Net income (loss)                                                     |  |        | -          |  |        |   | -     |            |  |   | -             |  |  |          | -       |   |                |   | 2,072,000  |                |  |  | -             |  |  |        | -       
|Balance, September 30, 2014                                           |  |        | 17,140,182 |  |        | $ | 9,000 |            |  | $ | 19,195,000    |  |  | $        | 98,000  |   |                | $ | (3,933,000 | )              |  |  | 810,160       |  |  | $      | (986,000



The accompanying notes are an integral part of these consolidated
financial statements



F-6







DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30, 2014
and 2013



|                                                        |  | 2014 |            |   | 2013 |  
|------------------------------------------------------- |  | ---- | ---------- | - | ---- | -
|Cash flows from operating activities:                   |  |      |            |   |      |  
|Net income (loss)                                       |  | $    | 2,003,000  |   |      | $
|Adjustments to reconcile net income (loss) to net cash: |  |      |            |   |      |  
|Stock compensation expense                              |  |      | 467,000    |   |      |  
|Foreign exchange loss (gain)                            |  |      | 6,000      |   |      |  
|Gain on sale of assets                                  |  |      | (1,297,000 | ) |      |  
|Depreciation and amortization                           |  |      | 1,123,000  |   |      |  
|Other                                                   |  |      | 245,000    |   |      |  
|Impairment of goodwill and long-lived assets            |  |      | -          |   |      |  
|Other changes in assets and libilities:                 |  |      |            |   |      |  
|Accounts receivable, net                                |  |      | 518,000    |   |      |  
|Inventories                                             |  |      | (395,000   | ) |      |  
|Costs in excess of billings and unbilled receivables    |  |      | 302,000    |   |      |  
|Prepaid expenses and other assets                       |  |      | 322,000    |   |      |  
|Accounts payable                                        |  |      | (455,000   | ) |      |  
|Accrued expenses and other liabilities                  |  |      | (531,000   | ) |      |  
|Deferred revenue                                        |  |      | (410,000   | ) |      |  
|Net cash from operating activities                      |  |      | 1,898,000  |   |      |  
|                                                        |  |      |            |   |      |  
|Cash flows from investing activities:                   |  |      |            |   |      |  
|Acquisitions                                            |  |      | (500,000   | ) |      |  
|Proceeds from sale of assets                            |  |      | 4,345,000  |   |      |  
|Purchases of property, plant and equipment              |  |      | (1,448,000 | ) |      |  
|Net cash from investing activities                      |  |      | 2,397,000  |   |      |  
|                                                        |  |      |            |   |      |  
|Cash flows from financing activities:                   |  |      |            |   |      |  
|Proceeds from issuance of common stock                  |  |      | 14,000     |   |      |  
|Net proceeds from issuance of convertible notes         |  |      | 1,433,000  |   |      |  
|Principal payments on capital leases                    |  |      | (128,000   | ) |      |  
|Proceeds from short and long-term debt                  |  |      | 2,920,000  |   |      |  
|Payments on long-term debt                              |  |      | (7,135,000 | ) |      |  
|Net cash from financing activities                      |  |      | (2,896,000 | ) |      |  
|                                                        |  |      |            |   |      |  
|Effect of exchange rates on cash and cash equivalents   |  |      | 6,000      |   |      |  
|                                                        |  |      |            |   |      |  
|Net change in cash and cash equivalents                 |  |      | 1,405,000  |   |      |  
|                                                        |  |      |            |   |      |  
|Cash and cash equivalents, beginning                    |  | $    | 2,437,000  |   |      |  
|Cash and cash equivalents, ending                       |  | $    | 3,842,000  |   |      | $



The accompanying notes are an integral part of these consolidated
financial statements.



F-7









DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013





Note 1 – Nature of Operations



Nature of Operations



The Company is primarily engaged in the
development, marketing and manufacturing of detection, sensing and analysis technology and optical components as well as contract
research. The Company’s products and services are used in a broad range of application markets including the homeland security,
industrial and medical markets sectors. The products and services are sold throughout the United States and internationally.



Note 2 – Summary of Significant
Accounting Policies



Use of Estimates



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.



Principles of Consolidation



The accompanying consolidated financial
statements include the accounts of Dynasil Corporation of America (“Dynasil” or the “Company”) and its
wholly-owned subsidiaries: Optometrics Corporation (“Optometrics”), Evaporated Metal Films Corporation (“EMF”),
Dynasil Products, formerly known as RMD Instruments Corp. (“Dynasil Products”), Radiation Monitoring Devices, Inc.
(“RMD”), Hilger Crystals, Ltd (“Hilger”) and Dynasil Biomedical Corp (“Dynasil Biomedical”).
All significant intercompany transactions and balances have been eliminated.



Revenue Recognition



Revenue from sales of products is recognized
at the time title and the risks and rewards of ownership pass. Revenue is recognized when the products are shipped per customers’
instructions, the contract has been executed, the contract or sales price is fixed or determinable, delivery of services or products
has occurred and the Company’s ability to collect the contract price is considered reasonably assured.



Revenue from research and development activities
is derived generally from the following types of contracts: reimbursement of costs plus fees, fixed price or time and material
type contracts. Government funded services revenues from cost plus contracts are recognized as costs are incurred on the basis
of direct costs plus allowable indirect costs and an allocable portion of the contracts’ fixed fees. Revenue from fixed-type
contracts is recognized under the percentage of completion method with estimated costs and profits included in contract revenue
as work is performed. Revenues from time and materials contracts are recognized as costs are incurred at amounts represented by
agreed billing amounts. Recognition of losses on projects is taken as soon as the loss is reasonably determinable. The Company
has an accrual for contract losses in the amount of $117,000 and $109,000 as of September 30, 2014 and 2013, respectively.



The majority of the Company’s contract
research revenue is derived from the United States government and government related contracts. Such contracts have certain risks
which include dependence on future appropriations and administrative allotment of funds and changes in government policies. Costs
incurred under United States government contracts are subject to audit. The Company believes that the results of such audits will
not have a material adverse effect on its financial position or its results of operations.



Allowance for Doubtful Accounts Receivable



The Company performs ongoing credit evaluations
of its customers and adjusts credit limits based upon payment history and the customer's current credit worthiness, as determined
by a review of their current credit information. The Company continuously monitors collections and
payments from our customers and maintains a



F-8







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 2 – Summary of Significant
Accounting Policies (continued)



provision for estimated credit losses based
upon historical experience and any specific customer collection issues that have been identified. While such credit losses have
historically been minimal, within expectations and the provisions established, the Company cannot guarantee that it will continue
to experience the same credit loss rates as in the past. A significant change in the liquidity or financial position of any significant
customers could have a material adverse effect on the collectability of accounts receivable and future operating results. When
all collection efforts have failed and it is deemed probable that a customer account is uncollectible, that balance is written
off against the existing allowance.



Shipping and Handling Costs



The amounts billed for shipping and included
in net revenue were approximately $67,000 and $100,000 for 2014 and 2013, respectively.



Research and Development



The Company expenses research and development
costs as incurred. Research and development costs include salaries, employee benefit costs, direct project costs, supplies and
other related costs. Substantially all the Contract Research segment’s cost of revenue relates to research contracts performed
by RMD which are in turn billed to the contracting party. Amounts of research and development included within cost of revenue for
the years ended September 30, 2014 and 2013 were $12.7 million and $12.2 million, respectively. Remaining amounts are recorded
within selling, general and administrative expenses on the consolidated statements of operations.



Costs in Excess of Billings and Unbilled
Receivables



Costs in excess of billings and unbilled
receivables relate to research and development contracts and consists of actual costs incurred plus fees in excess of billings
at provisional contract rates.



Patent Costs



Costs incurred in filing, prosecuting and
maintaining patents (principally legal fees) are expensed as incurred and recorded within selling, general and administrative expenses
on the consolidated statements of operations. Such costs aggregated approximately $0.4 million for both the years ended September
30, 2014 and 2013. The Company’s Xcede joint venture’s policy is to capitalize patent costs, which equaled $0.1 million
in 2014.



Inventories



Inventories are stated at the lower of
average cost or market. Cost is determined using the first-in, first-out (FIFO) method and includes material, labor and overhead.
Inventories consist primarily of raw materials, work-in-process and finished goods.



A significant decrease in demand for the
Company's products could result in a short-term increase in the cost of inventory purchases and an increase of excess inventory
quantities on hand. In addition, as technologies change or new products are developed, product obsolescence could result in an
increase in the amount of obsolete inventory quantities on hand. Therefore, although the Company makes every effort to ensure the
accuracy of its forecasts of future product demand, any significant unanticipated changes in demand or technological developments
could have a significant impact on the value of the inventory and reported operating results. The Company records, as a charge
to cost of revenues, any amounts required to reduce the carrying value to net realizable value.



F-9







DYNASIL
                                         CORPORATION OF AMERICA

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER
30, 2014 and 2013



Note 2 – Summary of Significant Accounting Policies
(continued)



Property, Plant and Equipment



Property, plant and equipment are recorded
at cost or at fair market value for acquired assets. Depreciation is provided using the straight-line method over the estimated
useful lives of the respective assets.



The estimated useful lives of assets for
financial reporting purposes are as follows: building and improvements, 8 to 25 years; machinery and equipment, 5 to 20 years;
office furniture and fixtures, 5 to 10 years; transportation equipment, 5 years. Maintenance and repairs are charged to expense
as incurred; major renewals and betterments are capitalized. When items of property, plant and equipment are sold or retired, the
related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income.



Goodwill



The Company annually assesses goodwill
impairment at the end of the fourth quarter of the fiscal year by applying a fair value test. In the first step of testing for
goodwill impairment, the Company estimates the fair value of each reporting unit. The reporting units have been determined as RMD
which is the Contract Research reportable segment, Dynasil Products which is the Instruments reportable segment and Hilger, which
is a component of the Optics reportable segment. The Company compares the fair value with the carrying value of the net assets
assigned to each reporting unit. If the fair value is less than its carrying value, then the Company performs a second step and
determines the fair value of the goodwill. In this second step, the fair value of goodwill is determined by deducting the fair
value of a reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole, as
if that reporting unit had just been acquired and the purchase price were being initially allocated. If the fair value of the goodwill
is less than its carrying value for a reporting unit, an impairment charge is recorded to earnings.



To determine the fair value of each of
the reporting units as a whole, the Company uses a discounted cash flow analysis, which requires significant assumptions and estimates
about the future operations of each reporting unit. Significant judgments inherent in this analysis include the determination of
appropriate discount rates, the amount and timing of expected future cash flows and growth rates. The cash flows employed in the
discounted cash flow analyses are based on financial forecasts developed internally by management. The discount rate assumptions
are based on an assessment of the Company’s risk adjusted discount rate, applicable for each reporting unit. In assessing
the reasonableness of the determined fair values of the reporting units, the Company evaluates its results against its current
market capitalization.



In addition, the Company evaluates a reporting
unit for impairment if events or circumstances change between annual tests indicating a possible impairment. Examples of such events
or circumstances include the following:



| | • | a significant adverse change in legal status or in the business climate,
| | - | ------------------------------------------------------------------------



| | • | an adverse action or assessment by a regulator,
| | - | -----------------------------------------------



| | • | a more likely than not expectation that a segment or a significant portion thereof will be sold,
or
| | - | ---------------------------------------------------------------------------------------------------



| | • | the testing for recoverability of a significant asset group within the segment.
| | - | -------------------------------------------------------------------------------



Intangible Assets



The Company's intangible assets consist
of acquired customer relationships, trade names, acquired backlog, know-how and provisionally patented technologies. The Company
amortizes its intangible assets with definitive lives over their useful lives, which range from 4 to 20 years, based on the time
period the Company expects to receive the economic benefit from these assets.



The Company has a trade name related to
its UK subsidiary that has been determined to have an indefinite life and is therefore not subject to amortization and is reviewed
at least annually for potential impairment. The fair value of the Company’s trade name is estimated and compared to its carrying
value to determine if impairment exists. The Company estimates the fair value of this intangible asset based on an income approach
using the relief-from-royalty method. This methodology assumes that, in lieu of ownership, a third



F-10







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 2 – Summary of Significant
Accounting Policies (continued)



party would be willing to pay a royalty
in order to exploit the related benefits of this asset. This approach is dependent on a number of factors, including estimates
of future sales, royalty rates in the category of intellectual property, discount rates and other variables. Significant differences
between these estimates and actual results could materially affect the Company’s future financial results.



Recovery of Long-Lived Assets



The Company continually assesses whether
events or changes in circumstances have occurred that may warrant revision of the estimated useful lives of its long-lived assets
(other than goodwill and any indefinite lived assets) or whether the remaining balances of those assets should be evaluated for
possible impairment. Long-lived assets include, for example, customer relationships, trade names, backlog, know-how and provisionally
patented technologies. Events or changes in circumstances that may indicate that an asset may be impaired include the following:



| | • | a significant decrease in the market price of an asset or asset group,
| | - | ----------------------------------------------------------------------



| | • | a significant adverse change in the extent or manner in which an asset or asset group is being
used or in its physical condition,
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | • | a significant adverse change in legal factors or in the business climate that could affect the
value of an asset or asset group, including an adverse action or assessment by a regulator,
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | an accumulation of costs significantly in excess of the amount originally expected for the acquisition
or construction of a long-lived asset,
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------



| | • | a current period operating or cash flow loss combined with a history of operating or cash flow
losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group,
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a current expectation that, more likely than not, a long-lived asset or asset group will be sold
or otherwise disposed of significantly before the end of its previously estimated useful life, or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | an impairment of goodwill at a reporting unit.
| | - | ----------------------------------------------



If an impairment indicator occurs, the
Company performs a test of recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected
future cash flows. The Company groups its long-lived assets for this purpose at the lowest level for which identifiable cash flows
are largely independent of the cash flows of other assets or asset groups. If the carrying values are in excess of undiscounted
expected future cash flows, the Company measures any impairment by comparing the fair value of the asset or asset group to its
carrying value.



To determine fair value the Company uses
discounted cash flow analyses and estimates about the future cash flows of the asset or asset group. This analysis includes a determination
of an appropriate discount rate, the amount and timing of expected future cash flows and growth rates. The cash flows employed
in the discounted cash flow analyses are typically based on financial forecasts developed internally by management. The discount
rate used is commensurate with the risks involved. The Company may also rely on third party valuations and or information available
regarding the market value for similar assets.



If the fair value of an asset or asset
group is determined to be less than the carrying amount of the asset or asset group, impairment in the amount of the difference
is recorded in the period that the impairment occurs. Estimating future cash flows requires significant judgment and projections
may vary from the cash flows eventually realized.



F-11







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 2 – Summary of Significant
Accounting Policies (continued)



Deferred Financing Costs



Deferred financing costs are net of accumulated
amortization of $221,000 and $139,000 at September 30, 2014 and 2013, respectively. Amortization expense for the years ended September
30, 2014 and 2013 was $82,000 and $51,000, respectively. Future amortization will be $14,000 in fiscal 2015, $14,000 in fiscal
2016 and $12,000 in fiscal 2017.



Advertising



The Company expenses all advertising costs
as incurred. Advertising expense for the years ended September 30, 2014 and 2013 was approximately $91,000 and $128,000, respectively.



Retirement
Plans



The Company has retirement savings plans
available to substantially all full time employees which are intended to qualify as deferred compensation plans under Section 401(k)
of the Internal Revenue Code (the “401k Plans”). Pursuant to the 401k Plans, employees may contribute up to the maximum
amount allowed by the 401k Plans or by law. The Company at its sole discretion may from time to time make discretionary matching
contributions as it deems advisable.



The Company’s EMF subsidiary previously
had a defined benefit pension plan covering hourly employees. The plan provided defined benefits based on years of service and
final average salary. As of September 30, 2006, the plan was frozen. The Company makes contributions to the plan to satisfy minimum
Employee Retirement Income Security Act (“ERISA”) funding requirements. Pension costs and obligations are calculated
using various actuarial assumptions and methodologies as prescribed under ASC 715. To assist in developing these assumptions and
methodologies, the Company uses the services of an independent consulting firm. To determine the benefit obligations, the assumptions
the Company uses include, but are not limited to, the selection of the discount rate.



The projected benefit obligation (PBO)
is the present value of projected benefits based on service accrued through September 30, 2006 when the plan was frozen. In accordance
with authoritative guidance, the Company recognizes the funded status of the plan in its financial statements and recognizes the
gains or losses that arise during the period, but are not recognized as components of net periodic cost, as a component of other
comprehensive income, net of tax.



Income Taxes



Dynasil Corporation of America and its
wholly owned U.S. subsidiaries file a consolidated federal income tax return and various state returns. The Company’s U.K.
subsidiary files tax returns in the U.K.



The Company uses the asset and liability
approach to account for deferred income taxes. Under this approach, deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income
tax purposes and net operating loss and tax credit carry-forwards. The amount of deferred taxes on these temporary differences
is determined using the tax rates that are expected to apply to the period when the asset is realized or the liability is settled,
as applicable, based on tax rates, and tax laws, in the respective tax jurisdiction then in effect.



In assessing the ability to realize the
net deferred tax assets, management considers various factors including taxable income in carryback years, future reversals of
existing taxable temporary differences, tax planning strategies and projections of future taxable income, to determine whether
it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Based upon the Company’s
current losses and uncertainty of future profits, the Company has determined that the uncertainty regarding



F-12







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 2 – Summary of Significant
Accounting Policies (continued)



the realization of these assets is sufficient
to warrant the need for a full valuation allowance against its U.S. net deferred tax assets.



The Company applies the authoritative provisions
related to accounting for uncertainty in income taxes. As required by these provisions, the Company recognizes the financial statement
benefit of a tax position only after determining that the relevant tax authority would more-likely-than-not sustain the position
following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements
is the largest benefit that has a greater than 50 percent likelihood of being reached upon ultimate settlement with the relevant
tax authority. As of September 30, 2014 and 2013, the Company has no unrecorded liabilities for uncertain tax positions. Interest
and penalty charges, if any, related to uncertain tax positions would be classified as income tax expense in the accompanying consolidated
statement of operations. As of September 30, 2014 and 2013, the Company had no accrued interest or penalties related to uncertain
tax positions.



Earnings Per Common Share



Basic earnings (loss) per common share
is computed by dividing the net income applicable or loss attributable to common shares after preferred dividends paid, if applicable,
by the weighted average number of common shares outstanding during each period. Diluted earnings per common share adjusts basic
earnings per share for the effects of common stock options, common stock warrants, convertible preferred stock and other potential
dilutive common shares outstanding during the periods.



For the year ended September 30, 2014,
14,256 shares of common stock related to restricted stock were included in the denominator used to calculate diluted earnings per
common share.



For the year ended September 30, 2013,
1,053,700 shares of potential common stock related to restricted stock and stock options were excluded from the calculation of
dilutive shares since there was a loss from operations and the inclusion of potential shares would be anti-dilutive. If the Company
had not been in a loss position as of September 30, 2013, 423,168 shares of restricted stock wouldhave
been considered in the denominator used to calculate diluted earnings per common share.



The computations of the weighted shares
outstanding for the years ended September 30 are as follows:



|                                    |  | 2014 |            |  | 2013 | 
|----------------------------------- |  | ---- | ---------- |  | ---- | 
|Weighted average shares outstanding |  |      |            |  |      | 
|Basic                               |  |      | 15,415,408 |  |      | 
|Effect of dilutive securities       |  |      |            |  |      | 
|Stock Options                       |  |      | -          |  |      | 
|Restricted Stock                    |  |      | 14,256     |  |      | 
|Dilutive Average Shares Outstanding |  |      | 15,429,664 |  |      | 



Stock Based Compensation



Stock-based compensation cost is measured
using the fair value recognition provisions of the FASB authoritative guidance, which requires the measurement and recognition
of compensation expense for all stock-based awards made to employees and directors, including employee stock options, based on
estimated fair values. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized
over the requisite service period of the award.



F-13







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 2 – Summary of Significant Accounting Policies
(continued)



Foreign Currency Translation



The operations of Hilger, the Company’s
foreign subsidiary, use their local currency as its functional currency. Assets and liabilities of the Company’s foreign
operations, denominated in their local currency, Great Britain Pounds (GBP), are translated at the rate of exchange at the balance
sheet date. Revenue and expense accounts are translated at the average exchange rates during the period. Adjustments resulting
from translating foreign functional currency financial statements into U.S. dollars are included in the foreign currency translation
adjustment, a component of accumulated other comprehensive income in stockholders’ equity. Gains and losses generated by
transactions denominated in foreign currencies are recorded in the accompanying statement of operations in the period in which
they occur.



Comprehensive Income (Loss)



Comprehensive income (loss) is defined
as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner
sources. Accumulated comprehensive income (loss) represents cumulative translation adjustments related to Hilger, the Company’s
foreign subsidiary and cumulative adjustments pertaining to the Company’s Defined Benefit Pension Plan. The Company presents
comprehensive income and losses in the consolidated statements of operations and comprehensive income (loss).



Financial Instruments



The carrying amount reported in the balance
sheets for cash and cash equivalents, accounts receivable and accounts payable approximates fair value because of the immediate
or short-term maturity of these financial instruments. The carrying amounts for fixed rate long-term debt and variable rate long
term debt approximate fair value because the underlying instruments are primarily at current market rates available to the Company
for similar borrowings.



Financial instruments that potentially
subject the Company to concentrations of credit risk consist primarily of accounts receivable. In the normal course of business,
the Company extends credit to certain customers. Management performs initial and ongoing credit evaluations of their customers
and generally does not require collateral.



Concentration of Credit Risk



The Company maintains allowances for potential
credit losses and has not experienced any significant losses related to the collection of its accounts receivable. As of September
30, 2014 and 2013, approximately $665,000 and $1,315,000 or 18% and 34% of the Company’s accounts receivable are due from
foreign sales.



The Company maintains cash and cash equivalents
at various financial institutions in New Jersey, Massachusetts and New York. Accounts at each institution are insured by the Federal
Deposit Insurance Corporation up to $250,000. At September 30, 2014 and 2013, the Company's uninsured bank balances totaled $3,073,000
and $2,149,000. The Company has not experienced any significant losses on its cash and cash equivalents.



Recent Accounting Pronouncements



Presentation of Financial Statements
(Topic 205) and Property, Plant, and Equipment (Topic 360) Reporting Discontinued Operations and Disclosures of Disposals of Components
of an Entity. In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08,
which provides new guidance on reporting discontinued operations and disclosures of disposals. Under the new guidance, only disposals
representing a strategic shift in operations will be presented as discontinued operations. The new guidance also requires disclosure
of the pre-tax income attributable to a disposal of a significant part of the company that does not qualify for discontinued operations
reporting.



F-14







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 2 – Summary of Significant
Accounting Policies (continued)



This guidance is effective for the Company
beginning in fiscal 2015. Adoption of this ASU is not expected to have a material impact on the Company's consolidated financial
position, results of operations or cash flows.



Revenue from Contracts with Customers
(Topic 606) Section A—Summary and Amendments That Create Revenue from Contracts with Customers (Topic 606) and Other Assets
and Deferred Costs—Contracts with Customers (Subtopic 340-40). In May 2014, the FASB issued ASU No. 2014-09, which requires
an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services
to customers. The new guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The
ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new guidance is effective for
the Company beginning in fiscal 2017. Early adoption is not permitted. The standard permits the use of either the retrospective
or cumulative effect transition method. The Company is currently evaluating the effect that ASU No. 2014-09 will have on its consolidated
financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect
of the standard on its ongoing financial reporting.



Compensation—Stock Compensation
(Topic 718) Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved
after the Requisite Service Period.In June 2014, the FASB issued ASU No. 2014-12, which clarifies the proper method of accounting
for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service
period. Under the new guidance, a performance target that affects vesting and could be achieved after completion of the service
period should be treated as a performance condition under FASB Accounting Standards Codification (ASC) 718 and, as a result, should
not be included in the estimation of the grant-date fair value of the award. An entity should recognize compensation cost for the
award when it becomes probable that the performance target will be achieved. In the event that an entity determines that it is
probable that a performance target will be achieved before the end of the service period, the compensation cost of the award should
be recognized prospectively over the remaining service period. The new guidance is effective for the Company beginning in fiscal
2016. Early adoption is permitted. Adoption of this ASU is not expected to have a material impact on the Company's consolidated
financial position, results of operations or cash flows.



Preparation of Financial Statements
– Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.In August 2014, the FASB issued ASU No. 2014-15, which states that under GAAP, continuation of a reporting entity as a going
concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent.
If and when an entity’s liquidation becomes imminent, financial statements should be prepared under the liquidation basis
of accounting. Even when an entity’s liquidation is not imminent, there may be conditions or events that raise substantial
doubt about the entity’s ability to continue as a going concern. In those situations, financial statements should continue
to be prepared under the going concern basis of accounting, but the amendments in this ASU should be followed to determine whether
to disclose information about the relevant conditions and events. The new guidance is effective for the Company beginning in fiscal
2017, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going
concern considerations in this ASU; however, management does not currently believe that the Company will meet the conditions that
would subject its financial statements to additional disclosure.



Cash and Cash Equivalents



The Company generally considers all highly
liquid investments with original maturities of three months or less to be cash equivalents.



Reclassifications



Certain amounts as previously reported
have been reclassified to conform to the current year financial statement presentation.





F-15









DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 3 – Acquisitions and Divestitures



On June 26, 2014, Dynasil and its wholly
owned subsidiary Evaporated Metal Films Corp., a New York corporation (“EMF”) completed the acquisition of substantially
all of the assets of DichroTec Thin Films, LLC (“DichroTec”), a New York limited liability company and manufacturer
of optical thin film coatings.



Pursuant to the Asset Purchase Agreement
(the “APA”) by and among Dynasil, EMF, DichroTec and Syncrolite, LLC, a Texas limited liability company and the owner
of DichroTec, EMF acquired substantially all of the assets of DichroTec for approximately $500,000 in cash and 700,000 shares of
Dynasil Common Stock for a total purchase price of approximately $1.7 million. The purchase price was allocated to the assets purchased
which consist of $1.6 million of machinery and equipment and $0.1 million of inventory. The APA contains customary representations,
warranties, covenants and indemnification provisions for these types of transactions. DichroTec reported unaudited revenue of approximately
$1.9 million for the twelve months ended December 31, 2013.



On December 23, 2013, the Company sold
its Gamma Medical Probe business to Dilon Technologies, Inc., a Delaware corporation (“Dilon”), for $3.5 million, the
assumption of certain liabilities of the Company, and a possible contingent payment. The Agreement also provided for $250,000 of
the proceeds to be deposited in escrow for a year, which amount is included in accounts receivable in the Consolidated Balance
Sheet. The Agreement contains customary representations, warranties, covenants and indemnification provisions. The Company used
$2.8 million of the proceeds from the sale to reduce its bank indebtedness.



On November 7, 2013, the Company sold its
Lead Paint detector business to Protec Instrument Corporation (“Protec”), a wholly owned subsidiary of Laboratoires
Protec S.A., a French corporation and former European distributor of the Company’s lead paint detector products. The sales
price totaled approximately $1.2 million, including the assumption of certain liabilities by Protec. The transaction also resulted
in payment to the Company of approximately $500,000 in satisfaction of outstanding accounts receivable. The Company used $1.2 million
of the proceeds from the sale to reduce its bank indebtedness.



In connection with the sales of the businesses
discussed above, the Company recorded a gain of $1.3 million which is included in Income from Operations in the three months ended
December 31, 2013. The businesses sold constituted substantially all of Instruments segment but did not constitute a component
of the business, and therefore did not qualify to be reported as discontinued operations. The assets held for sale at September
30, 2013 included fixed assets, inventory, and intangible customer assets totaling $2.9 million offset by customer deposits of
approximately $100,000.



Note 4 – Inventories



Inventories, net of reserves, at September
30, 2014 and 2013 consisted of the following:



|                |  | 2014 |           |  | 2013 |  
|--------------- |  | ---- | --------- |  | ---- | -
|Raw Materials   |  | $    | 1,805,000 |  |      | $
|Work-in-Process |  |      | 858,000   |  |      |  
|Finished Goods  |  |      | 291,000   |  |      |  
|                |  | $    | 2,954,000 |  |      | $





F-16







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 5 - Property, Plant and Equipment



Property, plant and equipment at September
30, 2014 and 2013 consist of the following:



|                              |  | 2014 |            |   | 2013 |  
|----------------------------- |  | ---- | ---------- | - | ---- | -
|Land                          |  | $    | 187,000    |   |      | $
|Building and improvements     |  |      | 3,131,000  |   |      |  
|Machinery and equipment       |  |      | 9,771,000  |   |      |  
|Office furniture and fixtures |  |      | 896,000    |   |      |  
|Transportation equipment      |  |      | 53,000     |   |      |  
|                              |  |      | 14,038,000 |   |      |  
|Less accumulated depreciation |  |      | (7,520,000 | ) |      |  
|                              |  | $    | 6,518,000  |   |      | $



Depreciation expense for the years ended
September 30, 2014 and 2013 was $948,000 and $1,104,000.



Note 6 – Intangible Assets



Intangible assets at September 30, 2014 and 2013 consist of
the following:



|                        |  | Useful       |  | Gross  |           |  | Accumulated  |   |         |     | 
|----------------------- |  | ------------ |  | ------ | --------- |  | ------------ | - | ------- | --- | 
|September 30, 2014      |  | Life (years) |  | Amount |           |  | Amortization |   |         | Net | 
|Acquired Customer Base  |  | 5 to 15      |  | $      | 877,000   |  |              | $ | 409,000 |     | 
|Know How                |  | 15           |  |        | 512,000   |  |              |   | 213,000 |     | 
|Trade Names             |  | Indefinite   |  |        | 339,000   |  |              |   | -       |     | 
|Patents                 |  | 20           |  |        | 159,000   |  |              |   | -       |     | 
|Biomedical Technologies |  | 5            |  |        | 260,000   |  |              |   | 142,000 |     | 
|                        |  |              |  | $      | 2,147,000 |  |              | $ | 764,000 |     | 



|                        |  | Useful           |  | Gross  |           |  | Accumulated  |   |           |     | 
|----------------------- |  | ---------------- |  | ------ | --------- |  | ------------ | - | --------- | --- | 
|September 30, 2013      |  | Life (years)     |  | Amount |           |  | Amortization |   |           | Net | 
|Acquired Customer Base  |  | 5 to 15          |  | $      | 5,146,000 |  |              | $ | 2,646,000 |     | 
|Know How                |  | 15               |  |        | 512,000   |  |              |   | 179,000   |     | 
|Trade Names             |  | 15 or Indefinite |  |        | 548,000   |  |              |   | 76,000    |     | 
|Biomedical Technologies |  | 5                |  |        | 300,000   |  |              |   | 120,000   |     | 
|                        |  |                  |  | $      | 6,506,000 |  |              | $ | 3,021,000 |     | 



In the second quarter of 2013, as a result
of a decision to dispose of a significant portion of the Products reporting unit, the Company performed an interim impairment test
of long lived assets and goodwill associated with its Dynasil Products reporting unit. Under step two of the impairment testing,
the income method was used to allocate the fair values of all of the assets and liabilities of this reporting unit, with the remaining
residual fair value allocated to goodwill. The result of this impairment test was to write off $2.8 million of the Acquired Customer
Base intangible asset.



Amortization expense for the years ended
September 30, 2014 and 2013 was $175,000 and $492,000, respectively. Estimated amortization expense for each of the next five fiscal
years is as follows:





|                        |  | 2015 |         |  | 2016 |   |         | 2017 |  |   | 2018    |  |  | 2019 |         |  | Thereafter |   |         | Total | 
|----------------------- |  | ---- | ------- |  | ---- | - | ------- | ---- |  | - | ------- |  |  | ---- | ------- |  | ---------- | - | ------- | ----- | 
|Acquired Customer Base  |  | $    | 80,000  |  |      | $ | 80,000  |      |  | $ | 80,000  |  |  | $    | 80,000  |  |            | $ | 80,000  |       | 
|Know How                |  |      | 34,000  |  |      |   | 34,000  |      |  |   | 34,000  |  |  |      | 34,000  |  |            |   | 34,000  |       | 
|Patents                 |  |      | 8,000   |  |      |   | 8,000   |      |  |   | 8,000   |  |  |      | 8,000   |  |            |   | 8,000   |       | 
|Biomedical Technologies |  |      | 60,000  |  |      |   | 58,000  |      |  |   | -       |  |  |      | -       |  |            |   | -       |       | 
|                        |  | $    | 182,000 |  |      | $ | 180,000 |      |  | $ | 122,000 |  |  | $    | 122,000 |  |            | $ | 122,000 |       | 





F-17







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 7 – Goodwill



The changes to goodwill during the years
ended September 30, 2014 and 2013 are summarized as follows:



|                                        |  | Contract |           |  |        |   |           |             |  |   |            |  
|--------------------------------------- |  | -------- | --------- |  | ------ | - | --------- | ----------- |  | - | ---------- | -
|                                        |  | Research |           |  | Optics |   |           | Instruments |  |   | Total      |  
|Goodwill at September 30, 2012          |  | $        | 4,939,000 |  |        | $ | 1,300,000 |             |  | $ | 4,015,000  |  
|Goodwill impairment on Instruments      |  |          | -         |  |        |   | -         |             |  |   | (4,015,000 | )
|Currency translation on Hilger Crystals |  |          | -         |  |        |   | 2,000     |             |  |   | -          |  
|Goodwill at September 30, 2013          |  | $        | 4,939,000 |  |        | $ | 1,302,000 |             |  | $ | -          |  
|Goodwill impairment on Instruments      |  |          | -         |  |        |   | -         |             |  |   | -          |  
|Currency translation on Hilger Crystals |  |          |           |  |        |   | 6,000     |             |  |   |            |  
|Goodwill at September 30, 2014          |  | $        | 4,939,000 |  |        | $ | 1,308,000 |             |  | $ | -          |  



In the second quarter of 2013, as a result
of a decision to dispose of a significant portion of the Products reporting unit, the Company performed an interim impairment test
of long lived assets and goodwill associated with its Dynasil Products reporting unit. Under step two of the impairment testing,
the income method was used to allocate the fair values of all of the assets and liabilities of this reporting unit, with the remaining
residual fair value allocated to goodwill. The result of this impairment test was to write off Product’s remaining goodwill
totaling approximately $4.0 million resulting in cumulative goodwill impairment charges of approximately $6.3 million.



Determining the fair value using a discounted
cash flow method requires significant estimates and assumptions, including market conditions, discount rates, and long-term projections
of cash flows. The Company’s estimates are based upon historical experience, current market trends, projected future volumes
and other information. The Company believes that the estimates and assumptions underlying the valuation methodology are reasonable;
however, different estimates and assumptions could result in a different estimate of fair value. In estimating future cash flows,
the Company relies on internally generated projections for a defined time period for revenue and operating profits, including capital
expenditures, changes in net working capital, and adjustments for non-cash items to arrive at the free cash flow available to invested
capital. A terminal value utilizing a constant growth rate of cash flows is used to calculate a terminal value after the explicit
projection period. The future projected cash flows for the discrete projection period and the terminal value are discounted at
a risk adjusted discount rate to determine the fair value of the reporting unit.



With respect to the Company's annual goodwill
impairment testing performed during the fourth quarter of fiscal year 2014, step one of the testing determined the estimated fair
value of RMD (included in the Contract Research segment) and Hilger (included in the Optics segment) reporting units exceeded their
carrying value by more than 20%. Accordingly, the Company concluded that no impairment had occurred and no further testing was
necessary.



The step one test for the RMD reporting
unit and the resulting calculation of the indicated fair value was performed as described above based on certain specific assumptions.
The Company relied on a weighted average cost of capital of approximately 13% for this reporting unit which takes into consideration
certain industry and specific premiums. The Company utilized a long term growth rate of approximately 2.5% for this reporting unit
which considers industry research and management’s expectations as to the prospects for long term growth in this industry.



The step one test for the Hilger reporting
unit and the resulting calculation of the indicated fair value was performed as described above based on certain specific assumptions.
The Company relied on a weighted average cost of capital of 16% for this reporting unit which takes into consideration certain
industry and specific premiums. The Company utilized a long term growth rate of approximately 5.0% for this reporting unit which
considers industry research and management’s expectations as to the prospects for long term growth in this industry.



F-18







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 8 – Fair Value Measurement



The Fair Value Measurements and Disclosures
Topicof the Financial Accounting Standards Board (FASB) Accounting Standards Codificationdefines fair value,
establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair
value measurements.



Under the FASB’s authoritative guidance
on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The Fair Value Measurements Topic of the FASB Accounting
Standards Codification establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to
the valuation of an asset or liability as of the measurement date.



Assets and liabilities measured at fair
value are to be categorized into one of the three hierarchy levels based on the inputs used in the valuation. The Company classifies
assets and liabilities in their entirety based on the lowest level of input significant to the fair value measurement. There were
no transfers between levels for all periods presented. The three levels are defined as follows:



| | · | Level 1: Observable inputs based
on quoted prices (unadjusted) in active markets for identical assets or liabilities.
| | - | ---------------------------------------------------------------------------------------------------------------------



| | · | Level 2: Observable inputs based
on quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in
inactive markets.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Level 3: Unobservable inputs that
reflect an entity’s own assumptions about what inputs a market participant would use in pricing the asset or liability based
on the best information available in the circumstances.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A financial instrument’s categorization
within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.



The FASB fair value guidance also applies
to certain assets that indirectly impact the consolidated financial statements, including pension plan assets. While the Company
does not have direct control over these assets, the Company is indirectly impacted by subsequent fair value adjustments to these
assets and the actual return on these assets not only affects the net periodic benefit cost but also the amount included in the
consolidated balance sheet. The Company uses the fair value hierarchy to measure the fair value of assets held in the pension plan.



F-19







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 8 – Fair Value Measurement (continued)



The following table presents the pension
plan assets financial instruments carried at fair value as of September 30, 2014 and 2013 in accordance with the fair value hierarchy:



|                              |  | Quoted prices in
active markets for
identical assets |   |  | Significant other
observable inputs |   |         | Significant
unobservable
Inputs | 
|----------------------------- |  | ---------------------------------------------------- | - |  | ----------------------------------- | - | ------- | ------------------------------- | 
|                              |  | (Level 1)                                            |   |  | (Level 2)                           |   |         | (Level 3)                       | 
|September 30, 2014            |  |                                                      |   |  |                                     |   |         |                                 | 
|Money Market Separate Account |  | $                                                    | - |  |                                     | $ | 327,000 |                                 | 
|                              |  |                                                      |   |  |                                     |   |         |                                 | 
|Total plan assets             |  | $                                                    | - |  |                                     | $ | 327,000 |                                 | 
|                              |  |                                                      |   |  |                                     |   |         |                                 | 
|                              |  |                                                      |   |  |                                     |   |         |                                 | 
|September 30, 2013            |  |                                                      |   |  |                                     |   |         |                                 | 
|Money Market Separate Account |  | $                                                    | - |  |                                     | $ | 315,000 |                                 | 
|                              |  |                                                      |   |  |                                     |   |         |                                 | 
|Total plan assets             |  | $                                                    | - |  |                                     | $ | 315,000 |                                 | 



In the second quarter of 2013, as a result
of a decision to dispose of a significant portion of the Products reporting unit, the Company performed an interim impairment test
of long lived assets and goodwill and determined that the remaining goodwill totaling $4.0 million was impaired and that $2.8 million
of the $4.8 million Acquired Customer Base was also impaired.



The fair value of the Acquired Customer
Base of $2.0 million was calculated using a discounted cash flow approach, which included unobservable inputs classified as Level
3 within the fair value hierarchy. The amount and timing of future cash flows were based on the Company’s operational budgets.
The Company used the assistance of independent consulting firms to develop valuation assumptions.



As a result of the sales of the Gamma Medical
Probe and Lead Paint businesses (see Note 3) in 2014, there are no remaining intangible assets in the Products reporting unit.



Note 9 – Debt



Current Debt Status



As of September 30, 2014, the Company is
in compliance with the financial covenants included in its outstanding indebtedness.



As of September 30, 2013, the Company was
in default on its outstanding indebtedness of approximately $9.8 million, consisting of approximately $6.8 million of senior debt
owed to Santander Bank, N.A. (“Santander”) and approximately $3.0 million of subordinated debt owed to Massachusetts
Capital Resource Company (“MCRC”). On May 1, 2014, the Company entered into a new loan agreement with Middlesex Savings
Bank (“Middlesex”). Upon the closing of the loan, the Company repaid the remaining amount owed to Santander and the
accrued but unpaid interest due to MCRC through April 30, 2014. MCRC issued a waiver to the Company for prior covenant violations.
As a result, the Company is no longer in default of any of its loan obligations and has reclassified the subordinated debt to a
long term liability based on its terms.



F-20







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 9 – Debt (continued)



Bank Debt



The
Company entered into a loan and security agreement (the “Bank Loan Agreement”) and line of credit note (the “Note”)
with Middlesex dated May 1, 2014 pursuant to which it agreed to provide up to $4 million, subject to the availability restrictions
described below, under a revolving line of credit loan to the Company for general corporate purposes. The Bank Loan Agreement provides
that the loan expires on May 1, 2017, at which time all outstanding
principal and unpaid interest shall become due and payable.



The Bank Loan Agreement and the Note are
secured by (i) a security interest in substantially all of the Company’s personal property and (ii) sixty-five percent (65%)
of Dynasil’s equity interests in its UK subsidiary, Hilger Crystals, Ltd. Under the Note, the borrowing base is determined
monthly based on eligible billed and unbilled accounts receivable and eligible inventory. The interest rate under the Note is equal
the Prime Rate, but in no event less than 3.25%.



The Bank Loan Agreement also contains other
terms, conditions and provisions that are customary for commercial lending transactions of this sort. The Bank Loan Agreement requires
Dynasil, at the close of each fiscal quarter, to maintain a Debt Service Coverage ratio, as defined, of at least 1.20 to 1.00 on
a trailing four quarter basis.



The Bank Loan Agreement provides for events
of default customary for credit facilities of this type, including but not limited to non-payment, defaults on other debt, misrepresentation,
breach of covenants, representations and warranties, insolvency and bankruptcy, change of management, as defined and the occurrence
of a material adverse change, as defined. As a result of the material adverse change clause, the line of credit is classified as
a current liability.



Subordinated Debt



On July 31, 2012, the Company entered into
a Note Purchase Agreement (the “Agreement”) with Massachusetts Capital Resource Company (“MCRC”). Pursuant
to the terms of the Agreement, the Company issued and sold to MCRC a $3,000,000 subordinated note (the “Subordinated Note”)
for a purchase price of $3,000,000.



The Subordinated Note matures on July 31,
2017, unless accelerated pursuant to an event of default. The Subordinated Note bears interest at the rate of ten percent (10%)
per annum, with interest to be payable monthly on the last day of each calendar month in each year, the first such payment was
due and paid on August 31, 2012. Under the terms of the Agreement, beginning on and with September 30, 2015, and on the last day
of each calendar month thereafter through and including July 31, 2017, the Company will redeem, without premium, $130,000 in principal
amount of the Subordinated Note together with all accrued and unpaid interest then due on the amount redeemed.



Other Debt



The Company’s Optometrics Corporation subsidiary entered
into notes payable with two government entities for up to $500,000 of financing in connection with the purchase of certain equipment.
The notes bear interest at 5% to 5.25% and are repayable in monthly installments over a five year period.



The Company’s Xcede joint venture raised $1.4 million
through the issuance of convertible notes which bear interest at 5%, due on demand after June 30, 2015. The notes are convertible
into equity of Xcede at a 20% discount to the first equity financing of Xcede of at least $3.0 million.



F-21







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 9 – Debt (continued)



Debt at September 30, 2014 and 2013 is summarized as follows:



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 2014 |            |   | 2013 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ---------- | - | ---- | -
|Note payable to Middlesex Savings Bank for revolving line of credit. The note expires May, 2017 at which time all outstanding principal and unpaid interest shall become due and payable. The interest rate is equal the Prime Rate, but in no event less than 3.25%. The rate at September 30, 2014 was 3.25% and the note is secured by an interest in substantially all of the Company's personal property and sixty-five percent of the Company's equity interests in its UK subsidiary, Hilger Crystals, Ltd. |  | $    | 2,122,000  |   |      | $
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |      |            |   |      |  
|Note payable to Town of Ayer Industrial Development Finance Authority (Ayer) for an equipment line of credit made with Dynasil subsidiary Optometrics. The note payable to Ayer will be amortized over ten years with a balloon payment at five years from the date of the note. The interest rate is 5.00%. The note is secured by an interest in the equipment purchased with the line.                                                                                                                          |  |      | 191,000    |   |      |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |      |            |   |      |  
|Note payable to Massachusetts Development Finance Agency (MBDC) for promissory note made with Dynasil subsidiary Optometrics. The note payable to MBDC is in monthly installments of $6,000 for principal and interest through March, 2019. The interest rate is 5.25%. The note is secured by an interest in substantially all of Optometric's personal property.                                                                                                                                                 |  |      | 298,000    |   |      |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |      |            |   |      |  
|Convertible notes issued by Xcede, a 90% owned subsidiary, payable on demand after June 30, 2015. The interest rate is 5.00%. The notes are convertible into equity in Xcede upon completion of an equity financing raising $3,000,000, inclusive of the convertible notes and interest.                                                                                                                                                                                                                           |  |      | 1,433,000  |   |      |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |      |            |   |      |  
|Note payable to Bank in monthly installments of $107,143 through July, 2015 followed by a balloon payment of the remaining principal amount. The interest rate is fixed at 5.58% for the life of the loan, and the note is secured by substantially all assets.                                                                                                                                                                                                                                                    |  |      | -          |   |      |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |      |            |   |      |  
|Note payable to Bank in monthly installments of $47,619 through July, 2015 followed by a balloon payment of the remaining principal amount. The interest rate is floating based on one month LIBOR plus 3.5%.  The rate at September 30, 2013 was 3.68%. The rate at September 30, 2012 was 3.79%, and the note is secured by substantially all assets.                                                                                                                                                            |  |      | -          |   |      |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |      |            |   |      |  
|Subordinated note payable to Masschusetts Capital Resource Corporation in monthly installments of $25,000 through July, 2015 for interest only, followed by monthly payments of interest and principal through July 2017.  The interest rate is fixed at 10.00% for the life of the loan.                                                                                                                                                                                                                          |  |      | 3,000,000  |   |      |  
|Total Debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | $    | 7,044,000  |   |      | $
|Less current portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |      | (2,329,000 | ) |      |  
|Less convertible notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |      | (1,433,000 | ) |      |  
|Long term portion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | $    | 3,282,000  |   |      | $



F-22











DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 9 – Debt (continued)



The aggregate maturities of debt based on the payment terms
of the agreement are as follows:



|For the years ending on September 30: | 
|------------------------------------- | 
|2015                                  | 
|2016                                  | 
|2017                                  | 
|2018                                  | 
|2019                                  | 
|                                      | 



Note 10 – Income Taxes



Income (loss) before the provision (benefit)
for income taxes consists of the following:



|        |  | 2014 |           |  | 2013 |  
|------- |  | ---- | --------- |  | ---- | -
|US      |  | $    | 1,724,000 |  |      | $
|Foreign |  |      | 258,000   |  |      |  
|Total   |  | $    | 1,982,000 |  |      | $



The provision (credit) for income taxes in the accompanying
consolidated financial statements consists of the following:



|                  |  | 2014 |         |   | 2013 |  
|----------------- |  | ---- | ------- | - | ---- | -
|Current           |  |      |         |   |      |  
|Federal           |  | $    | -       |   |      | $
|State             |  |      | 68,000  |   |      |  
|Foreign           |  |      | (82,000 | ) |      |  
|                  |  | $    | (14,000 | ) |      | $
|                  |  |      |         |   |      |  
|Deferred          |  |      |         |   |      |  
|Federal           |  | $    | -       |   |      | $
|State             |  |      | -       |   |      |  
|Foreign           |  |      | (7,000  | ) |      |  
|                  |  |      | (7,000  | ) |      |  
|Income tax credit |  | $    | (21,000 | ) |      | $



F-23







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 10 – Income Taxes (continued)



A reconciliation of the federal statutory rate to the Company's
effective tax rate is as follows:



|                                    |  | 2014 |        |    | 2013 | 
|----------------------------------- |  | ---- | ------ | -- | ---- | 
|Tax due at statutory rate           |  |      | 34.00  | %  |      | 
|                                    |  |      |        |    |      | 
|State tax provision, net of federal |  |      | 9.43   | %  |      | 
|Valuation allowance                 |  |      | (28.63 | )% |      | 
|Foreign tax credits                 |  |      | (12.88 | )% |      | 
|Foreign rate differential and other |  |      | (3.04  | )% |      | 
|Total                               |  |      | (1.12  | )% |      | 



Net deferred tax assets (liabilities) consisted of the following
at September 30, 2014:



|                                   |  | Domestic |            |   | Foreign |   |          | Worldwide | 
|---------------------------------- |  | -------- | ---------- | - | ------- | - | -------- | --------- | 
|                                   |  |          |            |   |         |   |          |           | 
|Credits                            |  | $        | 1,496,000  |   |         | $ | -        |           | 
|NOLs                               |  |          | 2,295,000  |   |         |   | 37,000   |           | 
|Stock compensation                 |  |          | 492,000    |   |         |   | -        |           | 
|Accruals                           |  |          | 394,000    |   |         |   | -        |           | 
|Other                              |  |          | 114,000    |   |         |   | -        |           | 
|Gross deferred tax assets          |  |          | 4,791,000  |   |         |   | 37,000   |           | 
|                                   |  |          |            |   |         |   |          |           | 
|Valuation allowance                |  |          | (4,238,000 | ) |         |   | -        |           | 
|Deferred tax assets, net           |  |          | 553,000    |   |         |   | 37,000   |           | 
|                                   |  |          |            |   |         |   |          |           | 
|Depreciation                       |  |          | (495,000   | ) |         |   | (62,000  | )         | 
|Intangibles                        |  |          | (58,000    | ) |         |   | (161,000 | )         | 
|Other                              |  |          | -          |   |         |   | (18,000  | )         | 
|Gross deferred tax liabilities     |  |          | (553,000   | ) |         |   | (241,000 | )         | 
|                                   |  |          |            |   |         |   |          |           | 
|Net deferred tax asset (liability) |  | $        | -          |   |         | $ | (204,000 | )         | 



Net deferred tax assets (liabilities) consisted of the following
at September 30, 2013:



F-24







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 10 – Income Taxes (continued)



|                                   |  | Domestic |            |   | Foreign |   |          | Worldwide | 
|---------------------------------- |  | -------- | ---------- | - | ------- | - | -------- | --------- | 
|                                   |  |          |            |   |         |   |          |           | 
|Credits                            |  | $        | 1,473,000  |   |         | $ | -        |           | 
|NOLs                               |  |          | 243,000    |   |         |   | 36,000   |           | 
|Stock compensation                 |  |          | 338,000    |   |         |   | -        |           | 
|Accruals                           |  |          | 541,000    |   |         |   | -        |           | 
|Intangibles                        |  |          | 2,565,000  |   |         |   | -        |           | 
|Other                              |  |          | 233,000    |   |         |   | -        |           | 
|Gross deferred tax assets          |  |          | 5,393,000  |   |         |   | 36,000   |           | 
|                                   |  |          |            |   |         |   |          |           | 
|Valuation allowance                |  |          | (4,849,000 | ) |         |   | -        |           | 
|Deferred tax assets, net           |  |          | 544,000    |   |         |   | 36,000   |           | 
|                                   |  |          |            |   |         |   |          |           | 
|Depreciation                       |  |          | (544,000   | ) |         |   | (71,000  | )         | 
|Intangibles                        |  |          | -          |   |         |   | (98,000  | )         | 
|Gross deferred tax liabilities     |  |          | (544,000   | ) |         |   | (169,000 | )         | 
|                                   |  |          |            |   |         |   |          |           | 
|Net deferred tax asset (liability) |  | $        | -          |   |         | $ | (133,000 | )         | 



In assessing the ability to realize the
net deferred tax assets, management considers various factors including taxable income in carryback years, future reversals of
existing taxable temporary differences, tax planning strategies and projections of future taxable income, to determine whether
it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Based upon the Company’s
current losses and uncertainty of future profits, the Company has determined that the uncertainty regarding the realization of
these assets is sufficient to warrant the need for a full valuation allowance against its U.S. net deferred tax assets. The net
change in the valuation allowances for the years ending September 30, 2014 and 2013 was ($0.6 million) and $3.1 million, respectively.



As of September 30, 2014, the Company has
federal net operating losses of $5.2 million. As of September 30, 2013, the Company has no federal net operating losses. As of
September 30, 2014 and 2013, the Company has state net operating losses of $9.3 million and $4.2 million, respectively. The state
net operating losses begin expiring in 2031. At September 30, 2014 and 2013, the Company has foreign net operating loss carryforwards
of approximately $183,000 and $182,000, respectively which can be carried forward indefinitely.



As of September 30, 2014 and 2013, the
Company has federal research credits of $1.4 million and $1.3 million, respectively. The federal credits begin expiring in fiscal
year 2028. As of September 30, 2014 and 2013, the Company has state research credits of $138,000 and $148,000, respectively. The
state credits begin expiring in fiscal year 2023.



As of September 30, 2014 and 2013, the
Company has no unrecorded liabilities for uncertain tax positions. Interest and penalty charges, if any, related to uncertain tax
positions would be classified as income tax expense in the accompanying consolidated statement of operations. As of September 30,
2014 and 2013, the Company has no accrued interest or penalties related to uncertain tax positions.



The Company is subject to taxation in the
United States and the United Kingdom. At September 30, 2014, domestic tax years from fiscal 2011 through fiscal 2014 remain open
to examination by the taxing authorities and tax years 2013 and 2014 remain open in the United Kingdom.



F-25







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 11 – Stockholders’
Equity



Stock Based Compensation



The Company adopted Stock Incentive Plans
in 1996, 1999 and 2010 which provide for, among other incentives, the granting to officers, directors, employees and consultants
options to purchase shares of the Company’s common stock. The Plans also allow eligible persons to be issued shares of the
Company’s common stock either through the purchase of such shares or as a bonus for services rendered to the Company. Shares
are generally issued at the fair market value on the date of issuance. The maximum number of shares of common stock which may be
issued under the 2010 Stock Incentive Plan is 6,000,000, of which 3,862,843 and 3,868,124 shares of common stock are available
for future purchases under the plan at September 30, 2014 and 2013, respectively. Options are generally exercisable at the fair
market value or higher on the date of grant over a three to five year period currently expiring through 2017.



The fair value of the stock options granted
is estimated at the date of grant using the Black-Scholes option pricing model. The expected volatility was determined with reference
to the historical volatility of the Company's stock. The Company uses historical data to estimate option exercises and employee
terminations within the valuation model. The expected term of options granted represents the period of time that the options granted
are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the
U.S. Treasury rate in effect at the time of grant. The dividend yield is expected to be 0.00% because historically the Company
has not paid dividends on common stock.



A summary of stock option activity for the years ended September
30, 2014 and 2013 is presented below:



|                                                  |  | Options Outstanding |          |   | Weighted Average Exercise Price per Share ($) |  |      | Weighted Average Remain Contractual Term (in Years) | 
|------------------------------------------------- |  | ------------------- | -------- | - | --------------------------------------------- |  | ---- | --------------------------------------------------- | 
|Balance at September 30, 2012                     |  |                     | 794,483  |   |                                               |  | 3.34 |                                                     | 
|Outstanding and exercisable at September 30, 2012 |  |                     | 794,483  |   |                                               |  | 3.34 |                                                     | 
|Granted                                           |  |                     | -        |   |                                               |  | -    |                                                     | 
|Exercised                                         |  |                     | -        |   |                                               |  | -    |                                                     | 
|Cancelled                                         |  |                     | (163,951 | ) |                                               |  | 3.39 |                                                     | 
|Balance at September 30, 2013                     |  |                     | 630,532  |   |                                               |  | 3.33 |                                                     | 
|Outstanding and exercisable at September 30, 2013 |  |                     | 630,532  |   |                                               |  | 3.33 |                                                     | 
|Granted                                           |  |                     | -        |   |                                               |  | -    |                                                     | 
|Exercised                                         |  |                     | -        |   |                                               |  | -    |                                                     | 
|Cancelled                                         |  |                     | (200,000 | ) |                                               |  | 2.00 |                                                     | 
|Balance at September 30, 2014                     |  |                     | 430,532  |   |                                               |  | 3.33 |                                                     | 
|Outstanding and exercisable at September 30, 2014 |  |                     | 430,532  |   |                                               |  | 3.33 |                                                     | 



F-26







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 11 – Stockholders’ Equity (continued)



Stock options outstanding at September 30, 2014 are described
as follows:



|Outstanding Stock Options at September 30, 2014 |            
|----------------------------------------------- | -----------
|Range of Exercise Prices                        |            
|$                                               | 3.03 - 3.99
|                                                | 4.00 - 4.99
|                                                | 5.00 - 5.99
|                                                | 6.00 - 6.65
|$                                               | 3.03 - 6.65



During the years ended September 30, 2014
and 2013, no stock options were granted nor exercised. During the years ended September 30, 2014 and 2013, no stock options vested.
The intrinsic value of the options outstanding and the exercisable options at September 30, 2014 and 2013 was $0 and $0, respectively,
as the market price was below the exercise prices.



Stock compensation expense for the years
ended September 30, 2014 and 2013 is presented below:



|Stock Compensation Expense   |  | 2014 |         |  | 2013 |  
|---------------------------- |  | ---- | ------- |  | ---- | -
|Stock Grants                 |  | $    | 270,000 |  |      | $
|Restricted Stock Grants      |  |      | 195,000 |  |      |  
|Option Grants                |  |      | -       |  |      |  
|Employee Stock Purchase Plan |  |      | 2,000   |  |      |  
|Total                        |  | $    | 467,000 |  |      | $



At September 30, 2014 there was approximately
$22,000 in unrecognized stock compensation cost, which is expected to be recognized over a weighted average period of five months.



A summary of restricted stock activity
for the year ended September 30, 2014 and 2013 is presented below:



|Restricted Stock Activity for the Year ended September 30, 2014 |  | Shares |          |   | Weighted-Average Grant-Date Fair Value |  
|--------------------------------------------------------------- |  | ------ | -------- | - | -------------------------------------- | -
|Nonvested at September 30, 2013                                 |  |        | 423,168  |   |                                        | $
|                                                                |  |        |          |   |                                        |  
|Granted                                                         |  |        | 6,000    |   |                                        | $
|Vested                                                          |  |        | (375,168 | ) |                                        | $
|Cancelled                                                       |  |        | -        |   |                                        | $
|Nonvested and expected to vest at September 30, 2014            |  |        | 54,000   |   |                                        | $



F-27







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 11 – Stockholders’ Equity (continued)



|Restricted Stock Activity for the Year ended September 30, 2013 |  | Shares |         |   | Weighted-Average Grant-Date Fair Value |  
|--------------------------------------------------------------- |  | ------ | ------- | - | -------------------------------------- | -
|Nonvested at September 30, 2012                                 |  |        | 127,834 |   |                                        | $
|                                                                |  |        |         |   |                                        |  
|Granted                                                         |  |        | 404,000 |   |                                        | $
|Vested                                                          |  |        | (84,666 | ) |                                        | $
|Cancelled                                                       |  |        | (24,000 | ) |                                        | $
|Nonvested and expected to vest at September 30, 2013            |  |        | 423,168 |   |                                        | $



Employee Stock Purchase Plan



On September 28, 2010, the Company adopted
an Amended and Restated Employee Stock Purchase Plan. The existing plan was amended to extend the termination date to September
28, 2020. The Employee Stock Purchase Plan permits substantially all employees to purchase common stock at a purchase price of
85% of the fair market value of the shares. Under the Plan, a total of 450,000 shares have been reserved for issuance of which
154,643 and 284,858 shares have been issued as of September 30, 2014 and 2013, respectively.



On December 16, 2011, the Company amended
the Amended and Restated Employee Stock Purchase Plan tochange the maximum dollar amount
of stock able to be purchased through the Plan by any employee per calendar year from $5,000 to $20,000 per calendar year. During
the years ended September 30, 2014 and 2013, 10,499 shares and 28,622 shares of common stock were issued under the Plan for aggregate
purchase prices of $13,345 and $20,335, respectively.



F-28







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 12 – Retirement Plans



401(k) Plans



The Company has retirement savings plans
available to substantially all full time employees which are intended to qualify as deferred compensation plans under Section 401(k)
of the Internal Revenue Code (the “401k Plans”). Pursuant to the 401k Plans, employees may contribute up to the maximum
amount allowed by the 401k Plans or by law. The Company at its sole discretion may from time to time make discretionary matching
contributions as it deems advisable. The Company made contributions to the plans during both the years ended September 30, 2014
and 2013 of approximately $79,000.



Defined Benefit Pension Plan



Pension Obligations



EMF has a defined benefit pension plan
(the “Plan”) covering hourly employees. The Plan provides defined benefits based on years of service and final average
salary. As of September 30, 2006, the plan was frozen.



The changes in benefit obligations and
plan assets under the Plan were as follows as of and for the years ended September 30, 2014 and 2013:



|Change in benefit obligation:                         |  | 2014 |          |   | 2013 |  
|----------------------------------------------------- |  | ---- | -------- | - | ---- | -
|Benefit obligation at beginning of fiscal year        |  | $    | 565,000  |   |      | $
|Service costs                                         |  |      | -        |   |      |  
|Interest costs                                        |  |      | 27,000   |   |      |  
|Benefits paid                                         |  |      | (31,000  | ) |      |  
|Actuarial losses (gain)                               |  |      | 84,000   |   |      |  
|Benefit obligation at end of fiscal year              |  | $    | 645,000  |   |      | $
|                                                      |  |      |          |   |      |  
|Change in plan assets:                                |  |      |          |   |      |  
|Fair value of plan assets at beginning of fiscal year |  | $    | 315,000  |   |      | $
|Actual return on plan assets                          |  |      | (1,000   | ) |      |  
|Employer contribution                                 |  |      | 44,000   |   |      |  
|Expenses paid                                         |  |      | (20,000  | ) |      |  
|Benefits paid                                         |  |      | (11,000  | ) |      |  
|Fair value of plan assets at end of year              |  | $    | 327,000  |   |      | $
|                                                      |  |      |          |   |      |  
|Unfunded status at end of year                        |  | $    | (318,000 | ) |      | $



The unfunded amounts above are recognized
as long-term liabilities in the consolidated balance sheets at September 30, 2014 and 2013. The actuarial loss (gain) amounts above
are recognized in accumulated other comprehensive income in the consolidated balance sheets at September 30, 2014 and 2013.



F-29







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 12 – Retirement Plans (continued)



The following table summarizes the Plan,
which has a projected benefit obligation that exceeds plan assets:



|                                                       |  | 2014 |         |  | 2013 |  
|------------------------------------------------------ |  | ---- | ------- |  | ---- | -
|Projected benefit obligation in excess of plan assets: |  |      |         |  |      |  
|Projected benefit obligation                           |  | $    | 645,000 |  |      | $
|Fair value of plan assets                              |  |      | 327,000 |  |      |  



Because the Plan is frozen, the accumulated
benefit obligation is the same as the projected benefit obligation.



The following table summarizes the components
of the net periodic pension cost at September 30, 2014 and 2013:



|                          |  | 2014 |        |  | 2013 |  
|------------------------- |  | ---- | ------ |  | ---- | -
|Interest cost             |  | $    | 27,000 |  |      | $
|Expected return on assets |  |      | 11,000 |  |      |  
|Amortization of net loss  |  |      | 7,000  |  |      |  
|Net periodic pension cost |  | $    | 45,000 |  |      | $



Assumptions



Weighted-average assumptions used to determine
benefit obligations at September 30, 2014 and 2013 were:



|                               |  | 2014 |                |   | 2013 | 
|------------------------------ |  | ---- | -------------- | - | ---- | 
|Discount rate                  |  |      | 4.25           | % |      | 
|Expected return on plan assets |  |      | 2.60           | % |      | 
|Rate of compensation increase  |  |      | not applicable |   |      | 





The expected long-term return on plan assets
assumption was developed as a weighted average rate based on the target asset allocation of the Plan and the long-term capital
market assumptions. The overall return for each asset class was developed by combining a long-term inflation component and the
associated expected real rates.



Plan Termination



On December 1, 2014, the Company terminated
and settled its pension liability with each of the remaining participants in the Plan. The total benefit payments made upon termination
were $675,000 and the actual plan assets at the date of termination were $320,000. The Company funded and expensed the difference
of $355,000 upon settlement of the Plan. See Note 18 – Subsequent Events.



F-30







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 13 - Related Party Transactions



During the year ended September 30, 2013,
building lease payments of $69,000 were paid to Optometrics Holdings, LLC in which Laura Lunardo, Optometrics’ COO had a
50% interest. Ms. Lunardo sold her interest in the building in May of 2013.



During the years ended September 30, 2014
and 2013, building lease payments of $924,000 and $889,000, respectively were paid to Charles River Realty, dba Bachrach, Inc.,
which is owned by Gerald Entine and family. Dr. Entine is a former director and employee of the Company, as well as a greater than
5% beneficial owner of the Company’s stock.



Dr. William Hagan provides consulting services
to RMD through his consulting company, Hagan & Associates LLC (“H&A”). During the years ended September 30,
2014 and 2013, H&A was paid approximately $13,000 and $36,000, respectively, in fees. This consulting arrangement is expected
to continue into the future.



In 2013 and 2012, the Company was awarded
grants from the National Institutes of Health and the Department of Defense to develop new and improved monitors to detect blood
loss and potentially fatal hemorrhage in trauma victims. The Company has used the Mayo Clinic in Rochester, MN as its primary subcontractor
to conduct animal and human trials with respect to these grants. Dr. Michael J. Joyner of the Mayo Clinic is a co-investigator
under these grants. He is also a member of the Company's Board of Directors. In fiscal year 2014 and 2013, the Mayo Clinic received
approximately $500 and $35,000, respectively, under these grants. A small fraction of Dr. Joyner’s Mayo salary is charged
to these grants. The subcontract awards to, and the work performed by, the Mayo Clinic are administered by the Mayo Foundation
for Medical Education and Research and adheres to the approval and conflicts-of-interest policies of both the Mayo Clinic and the
Company.



In October, 2013, the Company’s subsidiary,
Dynasil Biomedical, formed Xcede Technologies, Inc., a joint venture with Mayo Clinic, to spin out and separately fund the development
of its tissue sealant technology. Mr. Sulick and family members, Mr. Fox, Dr. Joyner, Dr. Hagan and Dr. Entine’s Family Trust,
invested $350,000, $100,000, $35,000, $25,000 and $100,000, respectively, in Xcede and were issued convertible promissory notes
in those original principal amounts which accrue interest at the rate of 5% per annum. The notes are demand notes maturing on June
30, 2015 unless previously converted based on a 20% discount to an Xcede equity raise equal to at least 3.0 million or, at the
option of the holder, into common stock based on a $5.0 million valuation. As of September 30, 2014, Mr. Sulick and family’s
notes are convertible into 249,941 shares, or 4.58%, Mr. Fox’s notes are convertible into 71,939 shares, or 1.32%, Dr. Joyner’s
notes are convertible into 25,574 shares, or 0.47%, Dr. Hagan’s notes are convertible into 17,977 shares, or 0.33%, and Dr.
Entine’s notes are convertible into 70,781 shares, or 1.30%, of Xcede’s outstanding common stock.



Upon the closing of a capital stock financing,
as defined, the outstanding principal amount of the notes plus all accrued but unpaid interest on the notes will be converted into
shares of the same capital stock sold in the capital stock financing at a 20% discount to the price per share of that capital stock
financing. Alternatively, at any time prior to a capital stock financing the note holders can convert at their option into common
stock based on a $5 million valuation.



The intellectual property rights to certain
of the technologies purchased by the Company in April 2011 when it established Dynasil Biomedical and acquired intellectual property
assets from Dr. Daniel Ericson are jointly owned with the Mayo Clinic or persons affiliated with the Mayo Clinic. Specifically,
Dynasil Biomedical's blood storage technology was invented by Dr. Daniel Ericson and Dr. Michael Joyner. Dr. Ericson assigned his
ownership rights to such technology to Dynasil Biomedical and because Dr. Joyner is an employee of the Mayo Clinic his ownership
rights in such technology are assigned to the Mayo Clinic. In April 2011, the Mayo Foundation for Medical Education and Research
and Dynasil Biomedical entered into an Inter-Institutional Agreement, which sets forth the terms on which the parties may work
together to seek to commercialize this technology.



F-31







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 14 – Lease Agreements



Capital Leases



The Company has entered into long-term capital lease agreements
for purchases of various computer and telephone equipment at a weighted average interest rate of 7.6%. At September 30, 2014 and
2013, the remaining principal payments due under all capital leases were $229,000 and $357,000, respectively. Aggregate minimum
annual principal obligations at September 30, 2014, under non-cancelable leases are as follows:



|                          |  | 2015 |         |  | 2016 |   |        | 2017 |  |   | 2018   |  |  | 2019 |        |  | Total |  
|------------------------- |  | ---- | ------- |  | ---- | - | ------ | ---- |  | - | ------ |  |  | ---- | ------ |  | ----- | -
|                          |  |      |         |  |      |   |        |      |  |   |        |  |  |      |        |  |       |  
|Capital Lease Obligations |  | $    | 134,000 |  |      | $ | 60,000 |      |  | $ | 24,000 |  |  | $    | 11,000 |  |       | $



Property Leases



The Company has non-cancelable operating
lease agreements, primarily for property, that expire through 2025. One of the Company’s facilities is leased from a company
controlled by the former owner of RMD, who is also a former director of the Company and the former President of the RMD subsidiary.
This building is leased as a month-to-month tenancy and will continue until terminated by either the Company with not less than
six months’ prior written notice or the facility’s owner with not less than three years’ prior written notice.
Rent expense for the years ended September 30, 2014 and 2013 amounted to $1.4 million and $1.2 million, respectively. Future non-cancelable
minimum lease payments under property leases as of September 30, 2014 are as follows:



Years ending September 30,



|2015       |  | $ | 960,000 | 
|---------- |  | - | ------- | 
|2016       |  |   | 484,000 | 
|2017       |  |   | 493,000 | 
|2018       |  |   | 296,000 | 
|2019       |  |   | 91,000  | 
|thereafter |  |   | 531,000 | 



Note 15 - Vendor Concentration



The Company purchased $2.6 million and
$1.2 million respectively, of its raw materials from one supplier during the years ended September 30, 2014 and 2013. As of September
30, 2014 and 2013, amounts due to that supplier included in accounts payable were $263,000 and $15,000, respectively.



F-32











DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 16 – Supplemental Disclosure of Cash Flow Information



|                                          |  | 2014 |           |  | 2013 |  
|----------------------------------------- |  | ---- | --------- |  | ---- | -
|Cash Paid during the year for:            |  |      |           |  |      |  
|Interest                                  |  | $    | 933,000   |  |      | $
|                                          |  |      |           |  |      |  
|Income taxes                              |  |      | 16,000    |  |      |  
|                                          |  |      |           |  |      |  
|Non cash activities:                      |  |      |           |  |      |  
|Assets purchased under capital leases     |  | $    | -         |  |      | $
|                                          |  |      |           |  |      |  
|Assets acquired                           |  |      | 1,739,000 |  |      |  
|Less: common shares issued in acquisition |  |      | 1,239,000 |  |      |  
|Cash paid in acquisition                  |  | $    | 500,000   |  |      |  



Note 17 – Segment, Customer and Geographical Reporting



Segment Financial Information



Operating segments are based upon Dynasil’s
internal organizational structure, the manner in which the operations are managed, the criteria used by the Chief Operating Decision
Makers (CODM) to evaluate segment performance and the availability of separate financial information. Dynasil reports four reportable
segments: contract research (“Contract Research”), optics (“Optics”), instruments (“Instruments”)
and biomedical (“Biomedical”). Within these segments, there is a segregation of reportable units based upon the organizational
structure used to evaluate performance and make decisions on resource allocation, as well as availability and materiality of separate
financial results consistent with that structure. Dynasil’s Contract Research segment is one of the largest small business
participants in U.S. government-funded research. The Optics segment manufactures optical materials, components and coatings. The
Instruments segment manufactured specialized instruments used in various applications in the medical, industrial, and homeland
security/defense sectors until substantially all its businesses were sold in the first quarter of fiscal year 2014. The Biomedical
segment consists of a single business unit, Dynasil Biomedical Corporation (“Dynasil Biomedical”), a medical technology
incubator which owns rights to certain early stage medical technologies. Dynasil Biomedical holds the common stock of the Xcede
joint venture which is developing a tissue sealant technology and currently has no other operations. The Company’s segment
information is summarized below:



F-33







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 17 – Segment, Customer and
Geographical Reporting (continued)



Results of Operations for the Fiscal
Year Ended September 30,

2014








|                              |  | Contract Research |            |   | Optics |   |            | Instruments |  |   | Biomedical |   |  | Total |          
|----------------------------- |  | ----------------- | ---------- | - | ------ | - | ---------- | ----------- |  | - | ---------- | - |  | ----- | ---------
|Revenue                       |  | $                 | 21,935,000 |   |        | $ | 19,590,000 |             |  | $ | 773,000    |   |  | $     | 11,000   
|Gross Profit                  |  |                   | 9,301,000  |   |        |   | 7,100,000  |             |  |   | 318,000    |   |  |       | 11,000   
|GM %                          |  |                   | 42.4       | % |        |   | 36.2       | %           |  |   | 41.1       | % |  |       | 100.0    
|SG&A                          |  |                   | 8,546,000  |   |        |   | 5,482,000  |             |  |   | 527,000    |   |  |       | 778,000  
|Gain on sale of assets        |  |                   | -          |   |        |   | -          |             |  |   | 1,297,000  |   |  |       | -        
|Operating Income (Loss)       |  |                   | 755,000    |   |        |   | 1,618,000  |             |  |   | 1,087,000  |   |  |       | (765,000 
|                              |  |                   |            |   |        |   |            |             |  |   |            |   |  |       |          
|Depreciation and Amortization |  |                   | 280,000    |   |        |   | 781,000    |             |  |   | 2,000      |   |  |       | 60,000   
|Capital expenditures          |  |                   | 12,000     |   |        |   | 1,326,000  |             |  |   | -          |   |  |       | 110,000  
|                              |  |                   |            |   |        |   |            |             |  |   |            |   |  |       |          
|Intangibles, Net              |  |                   | 299,000    |   |        |   | 854,000    |             |  |   | -          |   |  |       | 230,000  
|Goodwill                      |  |                   | 4,939,000  |   |        |   | 1,308,000  |             |  |   | -          |   |  |       | -        
|Total Assets                  |  | $                 | 8,857,000  |   |        | $ | 16,019,000 |             |  | $ | 313,000    |   |  | $     | 1,188,000



Results of Operations for the Fiscal
Year Ended September 30,

2013






|                                           |  | Contract Research |            |   | Optics |   |            | Instruments |  |   | Biomedical |   |  | Total |         
|------------------------------------------ |  | ----------------- | ---------- | - | ------ | - | ---------- | ----------- |  | - | ---------- | - |  | ----- | --------
|Revenue                                    |  | $                 | 21,889,000 |   |        | $ | 15,564,000 |             |  | $ | 5,105,000  |   |  | $     | 195,000 
|Gross Profit                               |  |                   | 9,822,000  |   |        |   | 5,647,000  |             |  |   | 2,422,000  |   |  |       | 195,000 
|GM %                                       |  |                   | 44.9       | % |        |   | 36.3       | %           |  |   | 47.4       | % |  |       | 100.0   
|SG&A                                       |  |                   | 9,345,000  |   |        |   | 5,624,000  |             |  |   | 3,487,000  |   |  |       | 970,000 
|Impairment of goodwill & long-lived assets |  |                   | -          |   |        |   | -          |             |  |   | 6,829,000  |   |  |       | -       
|Operating Income (Loss)                    |  |                   | 477,000    |   |        |   | 23,000     |             |  |   | (7,894,000 | ) |  |       | (775,000
|                                           |  |                   |            |   |        |   |            |             |  |   |            |   |  |       |         
|Depreciation and Amortization              |  |                   | 317,000    |   |        |   | 765,000    |             |  |   | 454,000    |   |  |       | 60,000  
|Capital expenditures                       |  |                   | 32,000     |   |        |   | 506,000    |             |  |   | 7,000      |   |  |       | -       
|                                           |  |                   |            |   |        |   |            |             |  |   |            |   |  |       |         
|Intangibles, Net                           |  |                   | 333,000    |   |        |   | 882,000    |             |  |   | 2,090,000  |   |  |       | 180,000 
|Goodwill                                   |  |                   | 4,939,000  |   |        |   | 1,302,000  |             |  |   | -          |   |  |       | -       
|Total Assets                               |  | $                 | 9,831,000  |   |        | $ | 12,380,000 |             |  | $ | 4,254,000  |   |  | $     | 212,000 



Customer Financial Information



For the years ended September 30, 2014
and 2013, the top three customers for the Contract Research segment were each various agencies of the U.S. Government. For the
years ended September 30, 2014 and 2013, these customers made up 68.9% and 57.3%, respectively, of Contract Research revenue.



For the Optics segment, there was one customer
whose revenue represented 11.1% and 4.8% of the total segment revenues for the years ended September 30, 2014 and 2013.



For the Instruments segment, there was
one customer whose revenue represented 9.5% and 18.1%, respectively, of the Instruments segment revenue in the years ended September
30, 2014 and 2013.



For the Biomedical segment, there was one customer whose revenue
represented 100% of the revenue for the years ended September 30, 2014 and 2013.



F-34







DYNASIL CORPORATION OF AMERICA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2014 and 2013



Note 17 – Segment, Customer and
Geographical Reporting (continued)



Geographic Financial Information



Revenues by geographic location in total
and as a percentage of total revenue, for the years ended September 30, 2014 and 2013 are as follows:



|                    |  | 2014    |            |  |            |  |     | 2013    |  |   |            | 
|------------------- |  | ------- | ---------- |  | ---------- |  | --- | ------- |  | - | ---------- | 
|Geographic Location |  | Revenue |            |  | % of Total |  |     | Revenue |  |   | % of Total | 
|United States       |  | $       | 33,936,000 |  |            |  | 80  | %       |  | $ | 35,018,000 | 
|Europe              |  |         | 3,001,000  |  |            |  | 7   | %       |  |   | 3,719,000  | 
|Other               |  |         | 5,372,000  |  |            |  | 13  | %       |  |   | 4,016,000  | 
|                    |  | $       | 42,309,000 |  |            |  | 100 | %       |  | $ | 42,753,000 | 



Note 18 – Subsequent Events



The Company has evaluated subsequent events
through the date the financial statements were released.



On December 1, 2014, the Company terminated
and settled its pension liability with each of the remaining participants in the Plan. The total benefit payments made upon termination
were $675,000 and the actual plan assets at the date of termination were $320,000. The Company funded and expensed the difference
of $355,000 upon settlement of the Plan.



F-35







ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



There were no disputes or disagreements
of any nature between the Company or its management and its public auditors with respect to any aspect of accounting or financial
disclosure.



ITEM 9A. CONTROLS AND PROCEDURES



Evaluation of Disclosure Controls and
Procedures.



Our management, with the participation
and supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for our disclosure controls and procedures
pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be
disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified under the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include
controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to our principal executive officer and our principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.



Our management, including the Chief Executive
Officer and the Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures
as of September 30, 2014. Based on this evaluation, our management concluded that as of September 30, 2014, these disclosure controls
and procedures were effective at the reasonable assurance level.



Management's Annual Report on Internal
Control over Financial Reporting.



Our management is responsible for establishing
and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Internal
control over financial reporting is a process designed by, or under the supervision of, the Company's principal executive and principal
financial officers, or persons performing similar functions, and effected by the Company's board of directors, management, and
other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP and includes those policies and procedures that:



| | • | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company's assets that could have a material effect on the financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of inherent limitations, no matter
how well designed and operated, internal control over financial reporting may not prevent or detect misstatements and can only
provide reasonable assurance of achieving the desired control objectives. In addition, the design of internal control over financial
reporting must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their costs.



Our management performed the evaluation
of our internal control over financial reporting under the framework set forth by the Committee of Sponsoring Organizations of
the Treadway Commission in Internal Control—An Integrated Framework (September 1992).



Based on its assessment of the effectiveness
in internal control over financial reporting as of September 30, 2014, our management concluded that our internal controls over
financial reporting were effective.



36







This Annual Report on Form 10-K does not
include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our
report was not subject to attestation by our registered public accounting firm pursuant to the rules of the SEC that permit us
to provide only management’s report in this Annual Report on Form 10-K.



Changes in Internal Control Over Financial
Reporting



No change in our internal control over
financial reporting occurred during the fiscal quarter ended September 30, 2014 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.





ITEM 9B. OTHER INFORMATION



None.



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE



The information required by this Item 10
is hereby incorporated by reference to our definitive proxy statement to be filed by us within 120 days after the close of
our fiscal year.



We have adopted a Code of Conduct that
applies to all employees including our principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. The text of our Code of Conduct is posted in the “Investor Information—Corporate
Governance” section of our website, www.dynasil.com.



We intend to disclose on our website any
amendments to, or waivers from, our Code of Business Conduct and Ethics that are required to be disclosed pursuant to the disclosure
requirements of Item 5.05 of Form 8-K.



ITEM 11. EXECUTIVE COMPENSATION



The information required by this Item 11
is hereby incorporated by reference to our definitive proxy statement to be filed by us within 120 days after the close of
our fiscal year.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The information required by this Item 12
is hereby incorporated by reference to our definitive proxy statement to be filed by us within 120 days after the close of
our fiscal year.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE



The information required by this Item 13
is hereby incorporated by reference to our definitive proxy statement to be filed by us within 120 days after the close of
our fiscal year.



ITEM 14. PRINCIPAL ACCOUNTING FEES AND
SERVICES



The information required by this Item 14
is hereby incorporated by reference to our definitive proxy statement to be filed by us within 120 days after the close of
our fiscal year.



37







PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES



(a) (1)
The financial statements are included under Part II, Item 8 of this Report.



(2) Schedules
are omitted because they are not applicable, or are not required, or because the information is included in the consolidated financial
statements and the notes thereto.



(3)
EXHIBITS –



The exhibits
are listed below under Part IV, Item 15(b) of this Report.



(b) EXHIBITS



2.01       Asset
Purchase Agreement, dated July 1, 2008 between the Company, RMD Instruments Corp, RMD Instruments, LLC, Gerald Entine 1988 Family
Trust, Fritz Wald and Doris Wald, and Jacob H. Paster, filed as Exhibit 10.1 to Form 8-K filed on July 7, 2008 and incorporated
herein by reference.



2.02       Plan
of Merger, dated July 1, 2008 by and among the Company, RMD Acquisition Sub, Inc., Radiation Monitoring Devices, Inc., Gerald Entine
1988 Family Trust, Fritz Wald and Doris Wald, and Jacob H. Paster, filed as Exhibit 10.2 to Form 8-K filed on July 7, 2008 and
incorporated herein by reference.



2.03       Share
Purchase Agreement, dated July 19, 2010 among Hilger Crystals Limited, Newport Spectra-Physics Limited, Newport Corporation and
the Company, filed as Exhibit 10.1 to Form 8-K filed on July 23, 2010 and incorporated herein by reference.



3.01       Certificate
of Incorporation of the Company, filed as Exhibit A to the Definitive Proxy Statement filed on January 4, 2008 and incorporated
herein by reference.



3.02       Certificate
of Merger of Foreign Corporation into a Domestic Corporation, dated February 29, 2008, filed as Exhibit 3.02 to Form 8-A filed
on December 16, 2010 and incorporated herein by reference.



3.03       Certificate
of Amendment of Certificate of Incorporation, dated March 6, 2008, filed as Exhibit 3.03 to Form 8-A filed on December 16, 2010
and incorporated herein by reference.



3.04       Certificate
of Amendment of Certificate of Incorporation, dated February 26, 2009, filed as Exhibit 3.1 to Form 10-Q filed on May 15, 2009
and incorporated herein by reference.



3.05       Certificate
of Designation of Preferred Stock of Dynasil Corporation of America, dated March 27, 2009, filed as Exhibit 3.05 to Form 8-A filed
on December 16, 2010 and incorporated herein by reference.



3.06       Bylaws
of the Company, filed as Exhibit B to the Definitive Proxy Statement filed on January 4, 2008 and incorporated herein by reference.



10.01*   Employment Agreement
of Richard Johnson, dated November 30, 2009, filed as Exhibit 10. 1 to Form 8-K filed on December 1, 2009 and incorporated herein
by reference.



10.02*   2010 Stock
Incentive Plan, filed as Exhibit 99 to the Definitive Proxy Statement filed on January 5, 2010 and incorporated herein by reference.



10.03     Subordinated
Term Loan Note with RMD Instruments, LLC, dated September 30, 2008, filed as Exhibit 10.1 to Form 8-K filed on October 6, 2008
and incorporated herein by reference.



38







10.04     Amendment to Subordinated Term Loan
Note with RMD Instruments, LLC, dated December 19, 2008, filed as Exhibit 10.07 to Form 10-KSB filed on December 30, 2008 and incorporated
herein by reference.



10. 05   Amendment to Subordinated Term Note
with RMD Instruments, LLC dated May 11, 2009, filed as Exhibit 10.1 to Form 10-Q filed on May 15, 2009 and incorporated herein
by reference.



10.06     Loan and Security Agreement by and
between Middlesex Savings Bank, as Lender, and the Company, as Borrower, dated as of May 1, 2014, filed as Exhibit 10.1 to Form
8-K filed on May 2, 2014 and incorporated herein by reference.



10.07     Revolving Line of Credit by and between
Middlesex Savings Bank, as Lender, and the Company, as Borrower, dated as of May 1, 2014, filed as Exhibit 10.2 to Form 8-K filed
on May 2, 2014 and incorporated herein by reference.



10.08     Loan and Security Agreement between
the Company and Santander Bank, N.A., dated July 7, 2010, filed as Exhibit 10.1 to Form 8-K filed on July 14, 2010 and incorporated
herein by reference.



10.09     Amendment No. 1 To Loan and Security
Agreement between the Company and Santander Bank, dated April 1, 2011, filed as Exhibit 10.1 to Form 10-Q filed on May 16, 2011
and incorporated herein by reference.



10.10     Amendment No. 2 To Loan and Security
Agreement between the Company and Santander Bank, dated April 12, 2012, filed as Exhibit 10.1 to Form 8-K filed on April 13, 2012
and incorporated herein by reference.



10.11     Amendment No. 3 to Loan and Security
Agreement between the Company and Santander Bank, dated June 29, 2012, filed as Exhibit 10.1 to Form 8-K filed on July 5, 2012
and incorporated herein by reference.



10.12     Amendment
No. 4 to Loan and Security Agreement between the Company and Sovereign Bank, dated September 26, 2013, filed as Exhibit 10.16 to
Form 10-K filed on December 20, 2013 and incorporated herein by reference.



10.13     A Waiver Letter Agreement between
the Company and Santander Bank, dated June 29, 2012, filed as Exhibit 10.2 to Form 8-K filed on July 5, 2012 and incorporated herein
by reference.



10.14    Note Purchase Agreement between the
Company and Massachusetts Capital Resource Company, dated July 31, 2012, filed as Exhibit 10.1 to Form 8-K filed on August 6, 2012
and incorporated herein by reference.



10.15     Amendment
No. 1 to Note Purchase Agreement between the Company and Massachusetts Capital Resource Company, dated September 26, 2013, filed
as Exhibit 10.19 to Form 10-K filed on December 20, 2013 and incorporated herein by reference.



10.16     Lease
Agreement between Dynasil Corporation of America and Optometrics Holding LLC, dated March 8, 2005, filed as Exhibit 2.2 to Form
8-K filed on May 24, 2005 and incorporated herein by reference.



10.17     Lease Agreement between RMD Instruments,
Inc. and Charles River Realty, dated July 1, 2008, filed as Exhibit 10.5 to Form 8-K filed on July 7, 2008 and incorporated herein
by reference.



10.18     Lease Agreement between Radiation
Monitoring Devices, Inc. and Charles River Realty, dated July 1, 2008, filed as Exhibit 10.6 to Form 8-K filed on July 7, 2008
and incorporated herein by reference.



39







10.19*   Amended
and Restated Employee Stock Purchase Plan dated December 16, 2011, filed as Appendix A to Definitive Proxy Statement filed January
11, 2012 and incorporated herein by reference.



10.20     Omnibus
Amendment to Leases, dated December 6, 2012, filed as Exhibit 10.1 to Form 8-K filed on December 12, 2012 and incorporated herein
by reference.



10.21*  Employment
Letter dated January 4, 2013 between the Company and Thomas Leonard, filed as Exhibit 10.1 to Form 8-K filed on January 10, 2013
and incorporated herein by reference.



10.22*   Restricted
Stock Award Agreement dated June 10, 2013 between the Company and Peter Sulick, filed as Exhibit 10.1 to Form 10-Q filed on August
12, 2013 and incorporated herein by reference.



10.23     Asset
Purchase Agreement by and among the Company and RMD Instruments Corp. and Protec Instrument Corporation, dated as of November 7,
2013, filed as Exhibit 10.27 to Form 10-K, filed on December 20, 2013 and incorporated herein by reference.



10.24     Asset
Purchase Agreement by and among Dilon Technologies, Inc, RMD Instruments Corp. and the Company, dated December 23, 2013, filed
as Exhibit 10.1 to Form 10-Q filed on February 12, 2014 and incorporated herein by reference.



10.25     Asset
Purchase Agreement by and among Evaporated Metal Films Corporation, the Company, DichroTec Thin Films, LLC and Syncrolite, LLC,
dated June 26, 2014, filed as Exhibit 10.01 to Form 10-Q filed on August 13, 2014 and incorporated herein by reference.



21.1       Subsidiaries
of the Company, filed herewith.



23.1       Consent
of McGladrey LLP, filed herewith.



31.1(a)   Rule 13a-14(a)/15d-14(a) Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.



31.1(b)  Rule 13a-14(a)/15d-14(a) Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.



32.1       Section 1350 Certification pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed for purposes of the Securities Exchange Act of 1934)
furnished herewith.



99.1       Press
release, dated December 16, 2014 issued by Dynasil Corporation of America announcing the filing of its Annual Report on Form 10-K,
filed herewith.



101**  The following materials from the
Company’s Annual Report on Form 10-K for the year ended September 30, 2014, formatted in XBRL (eXtensible Business Reporting
Language): (i) Consolidated Balance Sheets as of September 30, 2014 and September 30, 2013, (ii) Consolidated Statements of Operations
and Comprehensive Income and Loss for the years ended September 30, 2014 and 2013, (iii) Consolidated Statements of Changes in
Stockholders’ Equity for the years ended September 30, 2014 and 2013; (iv) Consolidated Statements of Cash Flows for the
years ended September 30, 2014 and 2013, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.








* Management contract or compensatory plan
or arrangement.



40







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



Dynasil Corporation of America



|BY: | /s/ Peter Sulick                                             
|--- | -------------------------------------------------------------
|    | Peter Sulick, President and CEO (Principal Executive Officer)



|DATED: | December 16, 2014
|------ | -----------------



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the date indicated.



|Signature |                       | Title |                                     | Date
|--------- | --------------------- | ----- | ----------------------------------- | ----
|          |                       |       |                                     |     
|          |                       |       |                                     |     
|BY:       | /s/ Thomas C. Leonard |       | CFO (Principal Financial and        |     
|          | Thomas C. Leonard     |       | Accounting Officer)                 |     
|          |                       |       |                                     |     
|BY:       | /s/ Peter Sulick      |       | Chairman of the Board of Directors, |     
|          | Peter Sulick          |       | President, CEO                      |     
|          |                       |       | (Principal Executive Officer)       |     
|          |                       |       |                                     |     
|BY:       | /s/ Craig Dunham      |       | Director                            |     
|          | Craig Dunham          |       |                                     |     
|          |                       |       |                                     |     
|BY:       | /s/ Lawrence Fox      |       | Director                            |     
|          | Lawrence Fox          |       |                                     |     
|          |                       |       |                                     |     
|BY:       | /s/ William K. Hagan  |       | Director                            |     
|          | William K. Hagan      |       |                                     |     
|          |                       |       |                                     |     
|BY:       | /s/ Michael Joyner    |       | Director                            |     
|          | Michael Joyner        |       |                                     |     
|          |                       |       |                                     |     
|BY:       | /s/ David Kronfeld    |       | Director                            |     
|          | David Kronfeld        |       |                                     |     
|          |                       |       |                                     |     
|BY:       | /s/ Alan Levine       |       | Director                            |     
|          | Alan Levine           |       |                                     |     



41