POCI Amends 10-K to Disclose Board, Executive Details

TL;DR

POCI's 10-K/A reveals critical leadership changes and governance details, signaling potential shifts in operational strategy and board oversight that investors should scrutinize.

AI Summary

PRECISION OPTICS CORPORATION, INC. (POCI) filed a 10-K/A on October 28, 2025, to include Part III information (Items 10-14) that was previously omitted from its original 10-K filed on September 29, 2025. This amendment was necessary because the company will not file a definitive proxy statement within 120 days of its fiscal year-end of June 30, 2025. The filing details the company's directors and executive officers as of June 30, 2025, including Joseph N. Forkey (CEO, President, Treasurer, Director), Wayne M. Coll (CFO, Secretary), and Mahesh Lawande (COO, whose employment was mutually terminated effective October 31, 2025). The aggregate market value of POCI's non-affiliate common stock was approximately $23,911,000 as of December 31, 2024, based on 4,960,885 shares at a closing price of $4.82 per share. The company also reported 7,714,701 shares of common stock outstanding as of September 20, 2025. New certifications from the principal executive and financial officers, as required by Section 302 of Sarbanes-Oxley, are included in Item 15 of Part IV.

Why It Matters

This 10-K/A provides crucial transparency regarding PRECISION OPTICS CORPORATION, INC.'s leadership and governance, which is vital for investors to assess management stability and strategic direction. The disclosure of executive officers, directors, and their backgrounds, including the departure of COO Mahesh Lawande, allows investors to evaluate the experience and continuity of the team guiding the company. In a competitive medical device and optics market, strong, consistent leadership is paramount, and this filing helps stakeholders understand who is at the helm and how the board is structured for oversight, especially with new independent directors like Buell G. Duncan and Joseph P. Pellegrino, Jr. joining the board in early 2025.

Risk Assessment

Risk Level: medium — The risk level is medium due to the need for an amendment to include Part III information, indicating a potential oversight in the initial filing process. Additionally, the mutual termination of COO Mahesh Lawande's employment effective October 31, 2025, introduces operational leadership uncertainty, despite his transition to an 'Advisor to the President' role. While the company has a majority of independent directors, the changes in key executive roles and the amendment itself suggest a need for closer investor scrutiny.

Analyst Insight

Investors should carefully review the updated executive and board compositions, particularly the departure of the COO, and consider its potential impact on POCI's operational execution and strategic direction. Monitor future filings for any further leadership changes or strategic announcements that could clarify the company's path forward.

Executive Compensation

Key Numbers

• $23,911,000 — Aggregate market value of non-affiliate common stock (as of December 31, 2024, based on $4.82 per share)
• 4,960,885 — Shares of common stock held by non-affiliates (as of December 31, 2024)
• $4.82 — Closing price per share (as reported on Nasdaq on December 31, 2024)
• 7,714,701 — Shares of common stock outstanding (as of September 20, 2025)
• June 30, 2025 — Fiscal year ended (for the 10-K/A filing)
• October 31, 2025 — Effective date of COO Mahesh Lawande's employment termination (mutually agreed upon)
• 120 days — Deadline for filing definitive proxy statement (after fiscal year-end, which POCI will not meet)

Key Players & Entities

• PRECISION OPTICS CORPORATION, INC. (company) — registrant
• Joseph N. Forkey (person) — Chief Executive Officer, President, Treasurer and Director
• Wayne M. Coll (person) — Chief Financial Officer, Secretary
• Mahesh Lawande (person) — Chief Operating Officer (employment terminated Oct 31, 2025)
• Peter H. Woodward (person) — Chairman of the Board and Director
• Andrew J. Miclot (person) — Director
• Buell G. Duncan (person) — Director (appointed Feb 28, 2025)
• Joseph P. Pellegrino, Jr. (person) — Director (appointed Mar 19, 2025) and Audit Committee Chair
• SEC (regulator) — U.S. Securities and Exchange Commission
• STOWE & DEGON LLC (company) — Auditor Name

FAQ

Industry Context

Precision Optics Corporation operates in the specialized field of optical components and systems. The industry is characterized by high technological barriers to entry, requiring significant R&D investment and expertise in areas like lens design, manufacturing, and coating. Key trends include increasing demand for miniaturization, higher resolution, and advanced functionalities in sectors such as medical devices, defense, and industrial automation.

Regulatory Implications

The filing of a 10-K/A due to a missed proxy statement deadline highlights potential procedural compliance issues. Inclusion of SOX 302 certifications in Item 15 demonstrates the company's commitment to financial reporting integrity and internal controls, which are critical for maintaining investor confidence and regulatory standing.

What Investors Should Do

1. Review the newly included Part III information (Items 10-14) in the 10-K/A for details on management, compensation, and security ownership to assess corporate governance.
2. Note the reason for the 10-K/A filing (failure to meet proxy statement deadline) and evaluate any potential implications for the company's administrative processes or investor relations.
3. Examine the SOX 302 certifications in Item 15 to confirm the CEO and CFO's attestations regarding financial reporting accuracy and internal controls.

Key Dates

• 2025-06-30: Fiscal year end — Marks the end of the reporting period for the 10-K/A filing.
• 2025-09-29: Original 10-K filing — Initial filing of the annual report, which omitted Part III information.
• 2025-10-28: 10-K/A filing — Amendment filed to include Part III information due to not meeting proxy statement filing deadline.
• 2025-10-31: COO Mahesh Lawande's employment termination effective date — Indicates a change in key operational leadership.
• 2024-12-31: Date for aggregate market value calculation — Provides a snapshot of the company's market capitalization for non-affiliate shares.
• 2025-09-20: Date for shares of common stock outstanding — Provides the total number of shares outstanding as of a recent date.

Glossary

10-K/A

An amended annual report filed with the SEC to correct or supplement information in a previously filed 10-K. (This filing is an amendment to POCI's annual report, indicating a need to update or add information.)

Part III Information (Items 10-14)

Sections of a 10-K report that typically cover information about directors, executive officers, executive compensation, security ownership, and related stockholder matters. (POCI omitted this crucial section in its initial filing and is now providing it via the 10-K/A.)

Definitive Proxy Statement

A document filed with the SEC that provides shareholders with information about matters to be voted on at a shareholder meeting, including director nominations and executive compensation. (POCI's failure to file this within the 120-day window triggered the need for the 10-K/A amendment.)

Sarbanes-Oxley (SOX) Section 302

Requires the principal executive and financial officers of a company to certify the accuracy of financial reports and the effectiveness of internal controls. (New certifications under SOX 302 are included in Item 15, indicating adherence to these important corporate governance standards.)

Year-Over-Year Comparison

This 10-K/A filing is an amendment to the original 10-K, specifically addressing the omission of Part III information (Items 10-14). Therefore, a direct comparison of key financial metrics like revenue or net income against a prior year's filing is not applicable within this amendment itself. The primary change is the addition of governance and executive-related disclosures, along with updated SOX certifications.

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value POCI Nasdaq Stock Market
• $4.82 — s on such date, at the closing price of $4.82 per share, as reported on Nasdaq on Dec

Filing Documents

• poci_i10ka1-063025.htm (10-K/A) — 222KB
• poci_ex3103.htm (EX-31.3) — 4KB
• poci_ex3104.htm (EX-31.4) — 4KB
• 0001683168-25-007809.txt ( ) — 726KB
• poci-20250630.xsd (EX-101.SCH) — 5KB
• poci-20250630_def.xml (EX-101.DEF) — 7KB
• poci-20250630_lab.xml (EX-101.LAB) — 104KB
• poci-20250630_pre.xml (EX-101.PRE) — 78KB
• poci_i10ka1-063025_htm.xml (XML) — 9KB

Executive Compensation

Executive Compensation 7 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 11 Item 13. Certain Relationships and Related Transactions, and Director Independence 17 Item 14. Principal Accounting Fees and Services 17 PART IV Item 15. Exhibits, Financial Statement Schedules 19

Signatures

Signatures 20 ii PART III

DIRECTORS,

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Directors and Executive Officers The following table sets forth the names and ages of all of our directors and executive officers as of June 30, 2025. Our officers are appointed by, and serve at the pleasure of, the Board of Directors. Name Age Position with our Company Joseph N. Forkey 57 Chief Executive Officer, President, Treasurer and Director Wayne M. Coll 61 Chief Financial Officer, Secretary Mahesh Lawande 52 Chief Operating Officer Peter H. Woodward 52 Chairman of the Board and Director Andrew J. Miclot 69 Director Buell G. Duncan 72 Director Joseph P. Pellegrino, Jr. 61 Director Set forth below is biographical information about each of the individuals named in the tables above: Joseph N. Forkey – Chief Executive Officer, President, Treasurer and Director Dr. Joseph N. Forkey has served as our Chief Executive Officer, President and Treasurer since February 8, 2011. Dr. Forkey has been a member of our Board of Directors since 2006. He served as our Chairman of our Board of Directors from February 2011 to July 2014. He served as our Executive Vice President and Chief Scientific Officer from April 2006 to February 2011 and held the position of our Chief Scientist from September 2003 to April 2006. Since joining us, he has been involved in general technical and management activities of our Company, as well as investigations of opportunities that leverage our newly developed technologies. Dr. Forkey holds B.A. degrees in Mathematics and Physics from Cornell University, and a Ph.D. in Mechanical and Aerospace Engineering from Princeton University. Prior to joining us, Dr. Forkey spent seven years at the University of Pennsylvania Medical School as a postdoctoral fellow and research staff member. Dr. Forkey is a valuable member of our Board due to his depth of scientific, operating, strategic, transactional, and senior management experience in our industry. Addi

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View this 10-K/A filing on SEC EDGAR