false
0000867840
0000867840
2026-03-27
2026-03-27
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)
March 27, 2026
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, par value $0.01 per share |
|
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. |
Underwriting Agreement
On March 27, 2026, Precision Optics Corporation,
Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lucid Capital
Markets, LLC (the “Underwriter”), relating to the issuance and sale (the “Offering”) of 2,777,777 shares of its
common stock, par value $0.01 per share, at a price to the public of $3.60 per share. In connection with the Offering, the Company has
granted the Underwriter a 45-day over-allotment option to purchase up to an additional 416,667 shares of the Company’s common stock
at the public offering price, less the underwriting discount.
The net proceeds to the Company from the Offering,
including the full exercise of the over-allotment option, are expected to be approximately $10.7 million, after deducting underwriting
discounts and commissions and other estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds
from the Offering for working capital and for general corporate purposes.
The Offering, including the over-allotment option,
closed on March 30, 2026.
The Offering was made pursuant to the Company’s
effective registration statement on Form S-3 (No. 333-280047) as previously filed with the Securities and Exchange Commission and a related
prospectus and prospectus supplement.
Under the terms of the
Underwriting Agreement, the Underwriter received an underwriting discount of up to 6.5% of the gross proceeds received in the Offering.
In addition, the Company reimbursed the Underwriter for certain of its expenses in an amount not to exceed $90,000 in the aggregate, and
the Company also issued to the Underwriter (or its designees) warrants to purchase up to 159,722 shares of Company common stock with an
exercise price of $4.21 per share (the “Representative’s Warrant”). The Representative’s Warrants are exercisable
at any time on or after March 30, 2026 and will terminate on March 27, 2031.
The Underwriting Agreement contains customary
representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company
and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, and were solely for the benefit of the parties to such agreement.
The Underwriting Agreement and form of Representative’s
Warrant are filed as Exhibits 1.1 and 4.1, respectively, hereto. The foregoing descriptions of the terms of the Underwriting Agreement
and Representative’s Warrant are qualified in their entirety by reference to such exhibits hereto.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this
Current Report on Form 8-K relating to the Representative’s Warrants and the shares issuable upon exercise of the Representative's
Warrants is hereby incorporated by reference into this Item 3.02. The Company issued the Representative’s Warrants pursuant to the
exemption from the registration requirements of the Securities Act of 1933, as amended, available under Section 4(a)(2).
On March 26, 2026, the Company issued a press
release announcing the proposed Offering. Additionally, on March 27, 2026, the Company issued a second press release announcing the pricing
of the Offering. Copies of these press releases are attached to this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated March 27, 2026, between Precision Optics Corporation, Inc. and Lucid Capital Markets, LLC. |
| 4.1 |
|
Form of Representative’s Warrant |
| 99.1 |
|
Press release issued by Precision Optics Corporation, Inc., dated March 26, 2026. |
| 99.2 |
|
Press release issued by Precision Optics Corporation, Inc., dated March 27, 2026. |
| 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. |
| |
|
| |
|
| Dated: March 30, 2026 |
By: |
/s/ Joseph N. Forkey |
| |
Name: Joseph N. Forkey
Title: President |
Exhibit 99.1
Precision Optics Corporation, Inc. Announces
Proposed Public Offering of Common Stock
GARDNER, Mass., March
26, 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 that it is commencing an underwritten public offering of shares of its
common stock (or common stock equivalents). The offering is subject to market conditions, and there can be no assurance as to whether
or when the offering may be completed, or as to the actual size or terms of the offering.
Lucid Capital Markets
is acting as the sole book-running manager for the offering.
The offering is being
made pursuant to a shelf registration statement on Form S-3 (File No. 333-280047) filed with the Securities and Exchange Commission (“SEC”)
on June 7, 2024, as amended on June 11, 2024, and declared effective by the SEC on June 14, 2024.
A preliminary prospectus
supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website
at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering, when available,
may also be obtained by contacting Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor, New York, NY 10022.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in
any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
About Precision Optics Corporation
Founded in 1982, Precision
Optics is a vertically integrated optics company primarily focused on leveraging its proprietary micro-optics, 3D imaging and digital
imaging technologies to the healthcare and defense/aerospace industries by providing services ranging from new product concept through
mass manufacture. Utilizing its leading-edge in-house design, prototype, regulatory and fabrication capabilities as well as its Ross Optical
division's high volume world-wide sourcing, inspecting and production resources, the Company is able to design and manufacture next-generation
product solutions to the most challenging customer requirements. Within healthcare, Precision Optics enables next generation medical device
companies around the world to meet the increasing demands of the surgical community who require more enhanced and smaller imaging systems
for minimally invasive surgery as well as 3D endoscopy systems to support the rapid proliferation of surgical robotic systems. In addition
to these next generation applications, Precision Optics has supplied top tier medical device companies a wide variety of optical products
for decades, including complex endocouplers and specialized endoscopes. The Company is also leveraging its technical proficiency in micro-optics
to enable leading edge defense/aerospace applications which require the highest quality standards and the optimization of size, weight
and power.
Forward-Looking Statements:
This press release contains forward-looking statements
within the meaning of U.S. federal securities laws. Any statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this press release include, without limitation, the
Company’s ability to complete an offering and the timing of any offering. The forward-looking statements contained in this press
release are based on certain assumptions and analyses made by the management of the Company in light of their respective experience and
perception of historical trends, current conditions, and expected future developments and their potential effects on the Company as well
as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company
will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control
of the parties), or other assumptions that may cause actual results or performance to be materially different from those expressed or
implied by these forward-looking statements, including the demand for the Company’s products, global supply chains and economic
activity in general and other risks and uncertainties identified in the Company’s filings with the SEC. Should one or more of these
risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
Company Contact:
PRECISION OPTICS CORPORATION
22 East Broadway
Gardner, Massachusetts 01440-3338
Telephone: 978-630-1800
Investor Contact:
LYTHAM PARTNERS, LLC
Robert Blum
Telephone: 602-889-9700
poci@lythampartners.com
Exhibit 99.2
Precision Optics Corporation, Inc. Announces
Pricing of Upsized $10 Million Public Offering of Common Stock
GARDNER, Mass., March
27, 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 the pricing of its previously announced underwritten public offering
of 2,777,777 shares of its common stock at a public offering price of $3.60 per share, before deducting underwriting discounts and commissions
and offering expenses.
The oversubscribed offering
was led by a mix of existing and new fundamental institutional investors and included participation from directors, officers and executive
management of the company including Dr. Joseph N. Forkey, the company’s President, Chief Executive Officer and member of its Board
of Directors, Wayne Coll, the company’s Chief Financial Officer, and Joseph Traut, the company’s Chief Operating Officer,
who each purchased shares of common stock in this offering at the public offering price and on the same terms as the other purchasers
in this offering.
Lucid Capital Markets
is acting as the sole book-running manager for the offering.
All of the shares of
common stock to be sold in the offering will be sold by the Company. In addition, the Company has granted the underwriter a 45-day option
to purchase up to an additional 416,667 shares of its common stock at the public offering price less the underwriting discounts and commissions.
The offering is expected to close on or about March 30, 2026, subject to customary closing conditions.
The Company intends to
use net proceeds from this offering for working capital and general corporate purposes. The offering is being made pursuant to a shelf
registration statement on Form S-3 (File No. 333-280047) filed with the Securities and Exchange Commission (“SEC”) on June
7, 2024, as amended on June 11, 2024, and declared effective by the SEC on June 14, 2024.
A preliminary prospectus
supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website
at www.sec.gov. A final prospectus supplement will be filed with the SEC. Copies of the final prospectus supplement and accompanying prospectus
relating to the offering, when available, may also be obtained by contacting Lucid Capital Markets, LLC, 570 Lexington Avenue, 40th Floor,
New York, NY 10022.
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in
any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
About Precision Optics Corporation
Founded in 1982, Precision
Optics is a vertically integrated optics company primarily focused on leveraging its proprietary micro-optics, 3D imaging and digital
imaging technologies to the healthcare and defense/aerospace industries by providing services ranging from new product concept through
mass manufacture. Utilizing its leading-edge in-house design, prototype, regulatory and fabrication capabilities as well as its Ross Optical
division's high volume world-wide sourcing, inspecting and production resources, the Company is able to design and manufacture next-generation
product solutions to the most challenging customer requirements. Within healthcare, Precision Optics enables next generation medical device
companies around the world to meet the increasing demands of the surgical community who require more enhanced and smaller imaging systems
for minimally invasive surgery as well as 3D endoscopy systems to support the rapid proliferation of surgical robotic systems. In addition
to these next generation applications, Precision Optics has supplied top tier medical device companies a wide variety of optical products
for decades, including complex endocouplers and specialized endoscopes. The Company is also leveraging its technical proficiency in micro-optics
to enable leading edge defense/aerospace applications which require the highest quality standards and the optimization of size, weight
and power.
Forward-Looking Statements:
This press release contains forward-looking statements
within the meaning of U.S. federal securities laws. Any statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this press release include, without limitation, the
Company’s ability to complete the offering and the use of proceeds of the offering. The forward-looking statements contained in
this press release are based on certain assumptions and analyses made by the management of the Company in light of their respective experience
and perception of historical trends, current conditions, and expected future developments and their potential effects on the Company as
well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting
the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond
the control of the parties), or other assumptions that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements, including the demand for the Company’s products, global supply chains and economic
activity in general and other risks and uncertainties identified in the Company’s filings with the SEC. Should one or more of these
risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.
Company Contact:
PRECISION OPTICS CORPORATION
22 East Broadway
Gardner, Massachusetts 01440-3338
Telephone: 978-630-1800
Investor Contact:
LYTHAM PARTNERS, LLC
Robert Blum
Telephone: 602-889-9700
poci@lythampartners.com
