Luna Innovations to be acquired by NY private equity firm

Luna Innovations, a Blacksburg-based technology company that has struggled with accounting problems and a Nasdaq delisting, announced last week that it has agreed to be acquired by an affiliate of New York-based private equity firm TJC.

Neither Luna nor TJC immediately responded to requests for comment seeking additional details about the transaction, including its plans for Luna’s workforce and facilities and whether the company’s executive leadership team will remain in place.

Under the agreement, each share of Luna stock will be converted into the right to receive $1.39 in cash, without interest. While Luna has not filed recent Securities and Exchange Commission reports, financial website Stock Analysis estimates that the company has about 34.7 million shares outstanding, implying a transaction value of roughly $48 million.

“This agreement enhances Luna’s ability to achieve our mission of solving our customers’ most urgent problems using our mastery of light,” Luna President and CEO Kevin Ilcisin said in a statement. “The transaction would close our chapter as a publicly traded company and provide access to the industrial and financial experience and foundation of the TJC platform. We believe this combination strengthens our commitment to our loyal customers and provides greater opportunities for our employees and suppliers.”

Founded in 1990, Luna Innovations develops fiber-optic sensing, testing and measurement technologies used in aerospace, defense, transportation and other industries. According to PitchBook, the company has 344 employees.

“We are excited to partner with Kevin and the entire Luna management team,” TJC Partner Robbie Redmond said in a statement. “Luna’s dedicated employees have built a remarkable foundation in fiber optic-based measurement technology, and we look forward to investing behind their leadership — supporting the team as they scale the business, advance their product portfolio and deliver even greater value to the customers who depend on Luna.”

The transaction remains subject to approval by Luna shareholders, review under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The companies expect the acquisition to close during the second half of this year.

Luna said its operations will continue as usual through the transaction’s closing and that, after closing, it will continue to operate its business as a wholly owned subsidiary of TJC.

Luna has faced significant challenges in recent years. In 2024, the company disclosed accounting discrepancies that led to inaccurate quarterly and annual financial statements and left the company unable to file required reports with the SEC. The disclosures triggered a sharp decline in Luna’s stock price and led to a securities class action lawsuit against the company and three former executives.

According to a report from Cardinal News, a federal judge in February approved a $7.3 million cash settlement in the lawsuit. The plaintiffs alleged that shareholders who purchased Luna securities between May 16, 2022, and April 19, 2024, suffered losses when the price of Luna securities declined. The settlement was not an admission of wrongdoing by Luna or the former executives.

Luna was delisted from the Nasdaq Capital Market in February 2025 and has since traded on the OTC Expert Market under the symbol “LUNA.” After its delisting, the company filed a Form 15 to deregister its common stock and suspend its SEC reporting obligations. It has not filed periodic financial reports with the SEC since then.

In connection with the acquisition, Luna said it will provide stockholders with a proxy statement containing detailed information about the company’s financial condition, the background of the deal and the factors considered by the board of directors in approving it. The proxy statement will also include financial statements for the fiscal years ended Dec. 31, 2024, and Dec. 31, 2025, as well as the interim period ended March 31, 2026.

Formerly known as The Jordan Co., TJC was founded in 1982 and has $31.9 billion in assets under management as of March 31. It has offices in New York, Chicago, Miami, and Stamford, Connecticut.