POCI

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

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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) 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

0000867840 false

0000867840

2022-10-20 2022-10-20

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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) October 20, 2022

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)

(978) 630-1800

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

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: None

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

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value

PEYE

OTCQB

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 October 20, 2022, Precision Optics Corporation, Inc. (the “Company”) issued a press release regarding its financial results for the first quarter ended September 30, 2022 and other financial information. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

In the October 20, 2022 press release furnished as Exhibit 99.1, the Company also announced its intention to effect its contemplated reverse stock split in the near future in connection with its application for listing of its common stock on The Nasdaq Stock Market.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release dated October 20, 2022 describing the Company’s revenues for its fiscal quarter ended September 30, 2022 and other financial information.

104

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

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.

(Registrant)

Date: October 20, 2022 By: /s/ Daniel S. Habhegger

Name: Daniel S. Habhegger

Title: Secretary

2