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Item 5. Other Information

2022-02-14 compared with 2021-11-15 · 59 added, 125 removed, 23 unchanged (89% of the section changed)

Other Information.

On October 4, 2021, we closed on an asset purchase

agreement with an effective date of October 1, 2021 with Lighthouse Imaging, LLC and Anania & Associates Investment Company, LLC for

substantially all of the assets of Lighthouse Imaging, LLC, a Maine limited liability company operating a medical optics and digital imaging

business, as more fully described in Form 8-K filed with the Securities and Exchange Commission on October 10, 2021.

The aggregate cash

purchase price consisted of $2,855,000 in cash at closing and $1,500,000 as earn-out consideration contingent on certain performance criteria

over a period of two years.

We also issued 2,500,000 unregistered shares of our common stock to the sellers at the closing date.

We financed the acquisition in October 2021 by

taking on a $2,600,000 term loan from Main Street Bank, and by closing a $1,500,000 private placement for the sale and purchase of 937,500

of our common stock, $0.01 par value, at a purchase price of $1.60 per share.

Gross proceeds from the offering totaling $1,030,000 were

received from investors prior to September 30, 2021 and are included in subscriptions received in the accompanying Consolidated Statements

of Stockholders Equity.

We also secured a revolving line of credit not to exceed $250,000 for general working capital purposes.

The financial statements of Lighthouse Imaging,

LLC and pro forma financial information required to be filed by Items 9.01(a) and (b) of Form 8-K will be filed by amendment no later

than the required 71 calendar days after the October 10, 2021 filing of the Form 8-K, or by December 20, 2021.

As part of the Lighthouse acquisition, on October

4, 2021, we agreed with the seller that Mr.

Peter Anania or another person named by Lighthouse will join our Board for a minimum term

of three years.

The minimum term shall not apply in the event Mr.

Anania violates any applicable laws, the bylaws or other corporate governance

documents of the Company, or the employee handbooks, guidelines and other documents governing employee conduct.

Lighthouse may request

the removal of Mr.

Anania at any time.

On October 6, 2021, our Board appointed Mr.

Anania as a class II director for a three-year

term or until his successor is duly elected or qualified.

Purchase Agreement between the Company and Optometrics Corporation, dated January 18, 2008 (included as Exhibit 2.1 to the Form 8-K

filed January 25, 2008 and incorporated herein by reference).

of Organization of Precision Optics Corporation, Inc., as amended (included as Exhibit 3.1 to the Form SB-2 filed March 16, 2007,

and incorporated herein by reference).

of Precision Optics Corporation, Inc.

(included as Exhibit 3.2 to the Form S-1 filed December 18, 2008, and incorporated herein by

of Amendment to the Articles of Organization of Precision Optics Corporation, Inc., dated November 25, 2008 and effective December

11, 2008 (included as Exhibit 3.1 to the Form 8-K filed December 11, 2008, and incorporated herein by reference).

and Restated Bylaws of Precision Optics Corporation, Inc.

(included as Exhibit 3.1 to the Current Report on Form 8-K filed July 11,

2014, and incorporated herein by reference).

Optics Corporation, Inc.

2011 Equity Incentive Plan, dated October 13, 2011 (included as Exhibit 10.2 to Form S-8 filed October 14,

2011, and incorporated herein by reference.)

Optics Corporation, Inc.

Amended 2011 Equity Incentive Plan, dated October 14, 2011, as amended on April 16, 2015 (included as Exhibit

10.1 to the Company’s Registration Statement on Form S-8 filed April 20, 2015, and incorporated herein by reference).

Agreement, by and among Precision Optics Corporation, Inc.

Not applicable.

Asset Purchase Agreement between the Company and Optometrics Corporation, dated January 18, 2008 (included as Exhibit 2.1 to the Form 8-K filed January 25, 2008 and incorporated herein by reference).

Articles of Organization of Precision Optics Corporation, Inc., as amended (included as Exhibit 3.1 to the Form SB-2 filed March 16, 2007, and incorporated herein by reference).

Bylaws of Precision Optics Corporation, Inc.

(included as Exhibit 3.2 to the Form S-1 filed December 18, 2008, and incorporated herein by reference).

Articles of Amendment to the Articles of Organization of Precision Optics Corporation, Inc., dated November 25, 2008 and effective December 11, 2008 (included as Exhibit 3.1 to the Form 8-K filed December 11, 2008, and incorporated herein by reference).

Amended and Restated Bylaws of Precision Optics Corporation, Inc.

(included as Exhibit 3.1 to the Current Report on Form 8-K filed July 11, 2014, and incorporated herein by reference).

Precision Optics Corporation, Inc.

2011 Equity Incentive Plan, dated October 13, 2011 (included as Exhibit 10.2 to Form S-8 filed October 14, 2011, and incorporated herein by reference.)

Precision Optics Corporation, Inc.

Amended 2011 Equity Incentive Plan, dated October 14, 2011, as amended on April 16, 2015 (included as Exhibit 10.1 to the Companys Registration Statement on Form S-8 filed April 20, 2015, and incorporated herein by reference).

Compensation Agreement, by and among Precision Optics Corporation, Inc.

and Joseph N.

Forkey, dated August 2, 2018 (included as Exhibit 10.1 to

the Company’s Current Report on Form 8-K filed on August 3, 2018, and incorporated herein by reference).

Purchase Agreement dated July 1, 2019, between Precision Optics Corporation, Inc.

Forkey, dated August 2, 2018 (included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 3, 2018, and incorporated herein by reference).

Asset Purchase Agreement dated July 1, 2019, between Precision Optics Corporation, Inc.

and Ross Optical Industries, Inc.

and the shareholders

(included as Exhibit 10.1 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference).

of Purchase Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated July 1, 2019 (included as Exhibit

10.2 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference).

of Registration Rights Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated July 1, 2019 (included

as Exhibit 10.3 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference).

Agreement, by and among Precision Optics Corporation.

and Divaker Mangadu, dated July 1, 2019 (included as Exhibit 10.4 to the

Form 8-K filed on July 8, 2019, and incorporated herein by reference).

agreement, by and among Precision Optics Corporation, Inc.

and Jeff DiRubio, dated April 26, 2019 (included as Exhibit 10.16 to the

annual report on Form 10-K filed on September 26, 2019, and incorporated herein by reference).

Agreement, by and among Precision Optics Corporation, Inc.

and the shareholders (included as Exhibit 10.1 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference).

Form of Purchase Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated July 1, 2019 (included as Exhibit 10.2 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference).

Form of Registration Rights Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated July 1, 2019 (included as Exhibit 10.3 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference).

Employment Agreement, by and among Precision Optics Corporation.

and Divaker Mangadu, dated July 1, 2019 (included as Exhibit 10.4 to the Form 8-K filed on July 8, 2019, and incorporated herein by reference).

Employment agreement, by and among Precision Optics Corporation, Inc.

and Jeff DiRubio, dated April 26, 2019 (included as Exhibit 10.16 to the annual report on Form 10-K filed on September 26, 2019, and incorporated herein by reference).

Lease Agreement, by and among Precision Optics Corporation, Inc.

and Texzona Industries Ltd.

dated July 1, 2019 (included as Exhibit 10.17

to the annual report on Form 10-K filed on September 26, 2019, and incorporated herein by reference).

Offer Letter Daniel S.

Habhegger, dated December 2, 2019 (included as Exhibit 10.18 to the quarterly report on Form 10-Q filed on

February 13, 2020, and incorporated herein by reference).

of Securities Purchase Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated April 14, 2020 (included

as Exhibit 10.1 to the current report on Form 8-K filed on May 7, 2020, and incorporated herein by reference).

of Registration Rights Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated April 14, 2020 (included

as Exhibit 10.2 to the current report on Form 8-K filed on May 7, 2020, and incorporated herein by reference).

Purchase Agreement, dated October 4, 2021, by and among Precision Optics Corporation, Inc.

and Lighthouse Imaging, LLC and Anania

& Associates Investment Company, LLC (included as Exhibit 10.1 to the current report on Form 8-K filed on October 8, 2021, and

incorporated herein by reference).

of Securities Purchase Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated October 4, 2021 (included

as Exhibit 10.2 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

of Registration Rights Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated October 4, 2021 (included

as Exhibit 10.3 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

Agreement dated October 4, 2021, by and among Precision Optics Corporation, Inc.

and Main Street Bank (included as Exhibit 10.4 to

the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

Revolving Line of Credit Note dated October 4, 2021 (included as Exhibit 10.5 to the current report on Form 8-K filed on October

8, 2021, and incorporated herein by reference).

Term Loan Note dated October 4, 2021 (included as Exhibit 10.6 to the current report on Form 8-K filed on October 8, 2021, and incorporated

herein by reference).

Agreement dated October 4, 2021, by and among Precision Optics Corporation, Inc.

and Main Street Bank (included as Exhibit 10.7 to

the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

side letter agreement dated October 4, 2021 (included as Exhibit 10.8 to the current report on Form 8-K filed on October 8, 2021,

and incorporated herein by reference).

Optics Corporation, Inc.

Corporate Code of Ethics and Conduct (included as Exhibit 14.1 to the Form 10-K filed September 28, 2008,

and incorporated herein by reference).

Certification

of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Officers pursuant to 18 U.S.C.

dated July 1, 2019 (included as Exhibit 10.17 to the annual report on Form 10-K filed on September 26, 2019, and incorporated herein by reference).

Employment Offer Letter Daniel S.

Habhegger, dated December 2, 2019 (included as Exhibit 10.18 to the quarterly report on Form 10-Q filed on February 13, 2020, and incorporated herein by reference).

Form of Securities Purchase Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated April 14, 2020 (included as Exhibit 10.1 to the current report on Form 8-K filed on May 7, 2020, and incorporated herein by reference).

Form of Registration Rights Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated April 14, 2020 (included as Exhibit 10.2 to the current report on Form 8-K filed on May 7, 2020, and incorporated herein by reference).

Asset Purchase Agreement, dated October 4, 2021, by and among Precision Optics Corporation, Inc.

and Lighthouse Imaging, LLC and Anania & Associates Investment Company, LLC (included as Exhibit 10.1 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

Form of Securities Purchase Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated October 4, 2021 (included as Exhibit 10.2 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

Form of Registration Rights Agreement, by and among Precision Optics Corporation, Inc.

and several Investors, dated October 4, 2021 (included as Exhibit 10.3 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

Loan Agreement dated October 4, 2021, by and among Precision Optics Corporation, Inc.

and Main Street Bank (included as Exhibit 10.4 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

$250,000 Revolving Line of Credit Note dated October 4, 2021 (included as Exhibit 10.5 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

$2,600,000 Term Loan Note dated October 4, 2021 (included as Exhibit 10.6 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

Security Agreement dated October 4, 2021, by and among Precision Optics Corporation, Inc.

and Main Street Bank (included as Exhibit 10.7 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

Director side letter agreement dated October 4, 2021 (included as Exhibit 10.8 to the current report on Form 8-K filed on October 8, 2021, and incorporated herein by reference).

Precision Optics Corporation, Inc.

Corporate Code of Ethics and Conduct (included as Exhibit 14.1 to the Form 10-K filed September 28, 2008, and incorporated herein by reference).

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Officers pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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