Precision Optics Corp Enters Material Agreement, Reports Financials

TL;DR

POC finalized a major deal and shared financial results. Big moves ahead.

AI Summary

Precision Optics Corporation, Inc. announced on August 13, 2024, that it entered into a material definitive agreement. The company also reported its results of operations and financial condition. Further details regarding these events and financial statements are included in the filing.

Why It Matters

This filing indicates a significant business development for Precision Optics Corporation, Inc., potentially impacting its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements and financial condition updates can introduce significant uncertainty and potential volatility for a company's stock.

Key Players & Entities

• PRECISION OPTICS CORPORATION, INC. (company) — Registrant
• August 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value POCI The Nasdaq Stock Mar
• $5.25 — (the "Offering") at a purchase price of $5.25 per share with respect to the instituti
• $5.79 — titutional and accredited investors and $5.79 per share with respect to the officers
• $1.4 m — fering are expected to be approximately $1.4 million, before deducting the placement a
• $45,000 — also agreed to reimburse AGP for up to $45,000 for accountable legal fees and other ou
• $5,000 — d for non-accountable expenses of up to $5,000. The representations, warranties and c
• $18.5 million — y expects to report revenues of between $18.5 million and $18.9 million for the fiscal year e
• $18.9 million — t revenues of between $18.5 million and $18.9 million for the fiscal year ended June 30, 2024

Filing Documents

• poci_8k.htm (8-K) — 38KB
• poci_ex0501.htm (EX-5.1) — 11KB
• poci_ex1001.htm (EX-10.1) — 193KB
• poci_ex1002.htm (EX-10.2) — 42KB
• poci_ex9901.htm (EX-99.1) — 11KB
• image_001.jpg (GRAPHIC) — 7KB
• 0001683168-24-005603.txt ( ) — 545KB
• poci-20240813.xsd (EX-101.SCH) — 3KB
• poci-20240813_lab.xml (EX-101.LAB) — 33KB
• poci-20240813_pre.xml (EX-101.PRE) — 22KB
• poci_8k_htm.xml (XML) — 3KB

01

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-

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. The Company expects to report revenues of between $18.5 million and $18.9 million for the fiscal year ended June 30, 2024. These estimated revenue results are preliminary and subject to normal end of period closing procedures and, accordingly, are subject to change. As a consequence, actual results may differ from the preliminary results described above. In accordance with General Instruction B.2. of Form 8-K, the information in Item 2.02 of this report shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Cautionary Note Regarding Forward-Looking Statements The estimates in Item 2.02 of this report contains forward-looking statements. The Company's actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements include, but are not limited to, statements that express the Company's intentions, beliefs, expectations, strategies, predictions or any other statements related to its future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company's Annual Report on Form 10-K and in other documents that the Company files from time to time with the SEC. Any forward-looking s

01. Other Events

Item 8.01. Other Events On August 14, 2024, the Company issued a press release regarding the transactions described above under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Exhibit Description 5.1 ArentFox Schiff LLP Legal Opinion 10.1 Form of Securities Purchase Agreement 10.2 Placement Agency Agreement between Precision Optics Corporation, Inc and A.G.P./Alliance Global Partners 99.1 Press Release dated August 14, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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: August 14, 2024 By: /s/ Joseph N. Forkey Name: Joseph N. Forkey Title: President 4

View Full Filing

View this 8-K filing on SEC EDGAR