POCI

EX-99.1

2 poci_ex9901.htm

PRESS RELEASE

Exhibit 99.1

PRECISION OPTICS CORPORATION

550 King Street, Bldg. A, Suite 100

Littleton, MA 01460

978 / 630-1800

NEWS RELEASE

POC26-0012

FOR IMMEDIATE RELEASE

Monday, September 28, 2026

Precision Optics Reports Fourth Quarter and Fiscal Year 2026 Financial Results

Conference Call Scheduled for Today, September 28, 2026, at 5:00 p.m. ET

LITTLETON, MA, September 28, 2026. Precision Optics Corporation, Inc. (NASDAQ: POCI), a leading designer and manufacturer of advanced optical instruments for the medical and defense/aerospace industries, today announced financial results for its fourth quarter and fiscal year ended June 30, 2026.

Q4 2026 Financial Highlights (3 Months Ended June 30, 2026)

•Revenue was $8.8 million, a quarterly record, compared to $6.2 million in the same quarter of the previous fiscal year, representing growth of approximately 42%, and compared to $8.7 million in the most recent sequential quarter.

•Production revenue was $8.0 million, a quarterly record, compared to $5.1 million in the same quarter of the previous fiscal year, representing growth of approximately 57%, and compared to $7.6 million in the most recent sequential quarter.

•Gross margin was 25.3% compared to 13.0% in the same quarter of the previous fiscal year and compared to 23.6% in the most recent sequential quarter.

•Net loss for the quarter was $(0.1) million, compared to a net loss of $(1.4) million in the same quarter of the previous fiscal year and a net loss of $(0.1) million in the most recent sequential quarter.

•Adjusted EBITDA was $0.4 million for the quarter compared to $(0.9) million in the same quarter of the previous fiscal year and $0.3 million in the most recent sequential quarter.

FY 2026 Financial Highlights (Year Ended June 30, 2026)

•Revenue was $31.5 million, a fiscal year record, compared to $19.1 million in the previous fiscal year, representing growth of approximately 65%.

•Production revenue doubled to $28.1 million compared to $14.2 million in the previous fiscal year.

•Gross margin was 17.2% compared to 17.8% in the previous fiscal year.

•Net loss for the fiscal year declined to $(3.6) million, or $(0.43) per share, from $(5.8) million, or $(0.85) per share, in the previous fiscal year.

•Adjusted EBITDA was $(2.1) million for the fiscal year compared to $(3.7) million in the previous fiscal year, an improvement of approximately $1.6 million.

•Cash and cash equivalents were $9.8 million at June 30, 2026, compared to $1.8 million at June 30, 2025.

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Recent Additional Highlights

•Achieved record quarterly revenue from the Company’s existing top-tier aerospace customer and continued strong production of its single-use cystoscopy surgery system.

•Continued ramping production under the previously announced $3.5 million follow-on order for the single-use ophthalmic program.

•Received a $1.3 million follow-on production order from a large defense company.

•Recently announced an initial engineering order from a U.S. space technology company.

•Continued strengthening the Company’s leadership team with the appointment of Peter Thier as Senior Vice President of Sales and Marketing.

FY 2027 Financial Guidance (Year Ending June 30, 2027)

•The Company expects fiscal year 2027 revenue to be in the range of $30 million to $33 million, similar to fiscal year 2026. The outlook reflects a pause in demand from the Company’s existing satellite customer with growth in single-use medical device programs, renewed defense production, additional programs transitioning into production and new engineering engagements expecting to partly offset this reduction. The Company expects a stronger second half of the year as orders are expected to resume from the existing satellite customer.

•The Company expects fiscal year 2027 Adjusted EBITDA to be in a range of $(1.2) million to $(1.7) million.

“Fiscal 2026 was a year of transformation for Precision Optics, and our fourth-quarter results demonstrate the progress we have made. We delivered record quarterly revenue, and a second consecutive quarter of positive Adjusted EBITDA, closing a year in which revenue grew 65%,” said Joe Forkey, CEO of Precision Optics. “Our fiscal 2027 revenue guidance is significantly impacted by the temporary pause in production with our existing satellite customer. As that customer resumes orders and we execute on growing existing and new customers, we anticipate returning to record quarterly revenue levels in the second half of the fiscal year. We believe there is a significant market opportunity, and we will continue to invest in capabilities, capacity and market penetration.”

“Rebuilding our product development pipeline is a priority led by our new SVP of Sales and Marketing. We received an initial engineering order from a second satellite customer. Although it is still early, we see the potential to build another meaningful, long-term production relationship.”

The following table

8-K

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2024-09-30 2024-09-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 30, 2024

PRECISION

OPTICS CORPORATION, INC.

(Exact name of registrant as specified in its charter)

Massachusetts

001-10647

04-2795294

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

22 East Broadway

Gardner, Massachusetts

01440

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code) (978) 630-1800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

POCI

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

On September 30, 2024, Precision Optics Corporation, Inc. (the “Company”) issued a press release reporting its financial and operating results for the fourth quarter and fiscal year 2024 (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

None of the information furnished in this Item 2.02 will be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor will it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Exhibit Description

99.1

Earnings Release issued by Precision Optics Corporation, Inc., dated September 30, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PRECISION OPTICS CORPORATION, INC.

Dated: October 1, 2024 By: /s/ Joseph N. Forkey

Name: Joseph N. Forkey Title: President

3

8-K

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0000867840

2024-08-13 2024-08-13

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 13, 2024

PRECISION

OPTICS CORPORATION, INC.

(Exact name of registrant as specified in its charter)

Massachusetts

001-10647

04-2795294

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

22 East Broadway

Gardner, Massachusetts

01440

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code) (978) 630-1800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

POCI

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2024, Precision Optics Corporation, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with institutional and accredited investors and with certain officers and directors of the Company (collectively, the “Investors”) for the sale by the Company of 265,868 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share in a registered direct offering (the “Offering”) at a purchase price of $5.25 per share with respect to the institutional and accredited investors and $5.79 per share with respect to the officers and directors of the Company. The closing of the Offering is subject to customary closing conditions and is expected to occur on August 15, 2024 (the “Closing Date”).

The gross proceeds to the Company from the offering are expected to be approximately $1.4 million, before deducting the placement agent fees and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for working capital and for general corporate purposes.

The Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registration statement or prospectus, or any amendment or supplement thereto for 30 days following the Closing Date, subject to certain exceptions. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) until 60 days after the Closing Date, subject to certain exceptions.

The Offering of the Shares was made pursuant to a shelf registration statement on Form S-3 (File No. 333-280047 (the “Registration Statement”), which was originally filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 7, 2024, amended on June 11, 2024, and declared effective on June 14, 2024.

On August 13, 2024, the Company entered into a placement agency agreement with A.G.P./Alliance Global Partners (“AGP”) (the “Placement Agreement”), pursuant to which the Company has agreed to pay AGP an aggregate fee equal to 7.0% of the aggregate gross proceeds received by the Company from the sale of the securities in the Offering. The Company also agreed to reimburse AGP for up to $45,000 for accountable legal fees and other out-of-pocket expenses incurred by AGP in connection with the transaction, and for non-accountable expenses of up to $5,000.

The representations, warranties and covenants contained in the Purchase Agreement and Placement Agreement were made solely for the benefit of the part