What changed in this filing

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Item 9A. Controls and Procedures

2023-09-28 compared with 2022-09-27 · 154 added, 770 removed, 79 unchanged (92% of the section changed)

5 unchanged sentences

Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure

controls and procedures, including internal control over financial reporting, were not effective, as of June 30, 2022, to ensure the information

we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (i) is recorded, processed,

summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated

and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely

decisions regarding required disclosure.

Our disclosure controls and procedures are intended to be designed to provide reasonable assurance

that such information is accumulated and communicated to our management.

controls and procedures were not effective as of June 30, 2023, because of a material weakness in our internal controls over financial

reporting described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial

reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial

statements will not be prevented or detected on a timely basis.

Management’s Annual Report on Internal

20 unchanged sentences

of June 30, 2023.

The following is a description of a material weaknesses

in our internal control over financial reporting:

Physical Inventory Count at June, 30, 2022 :

The Company did not perform any procedures to

verify the quantities of inventory at Lighthouse prior to the identification of errors by our independent auditors performing test counts.

These test counts and subsequent counts performed by Company personnel clearly identified errors.

This lack of any procedure to verify

inventory quantities was a control deficiency at June 30,2022 which is considered a material weakness.

To address and remediate the material weakness

in internal control over financial reporting described above, beginning with the quarter ended September 30, 2022, we intend to perform

a total physical inventory count at the Lighthouse division location and use those quantities to value inventory at the Lighthouse division

as of that date.

Additionally, we intend to continue to improve our perpetual inventory systems at the Lighthouse division and continue

to perform physical inventory counts at the financial statement reporting dates until it is determined that the perpetual inventory system

can be relied upon for the valuation of inventory at any specific financial reporting date.

We believe that the step outlined above strengthens

our internal control over financial reporting and mitigates the material weakness described above.

As part of our preparation of the June

30, 2022 financial statements, we performed a physical count of inventory at the Lighthouse division location and believe this has fully

remediated the inventory valuation weakness as of that date.

We intend to continue to remediate the material

weakness described above and enhance our internal controls but cannot guarantee that our efforts will result in remediation of our material

weakness or that new issues will not be exposed in this process.

Changes in Internal Control over Financial

There was no change in our internal control over

financial reporting that occurred during the fiscal year covered by this Annual Report on Form 10-K that has materially adversely affected,

or is reasonably likely to materially adversely affect, our internal control over financial reporting.

There has been no change in our internal control

over financial reporting that occurred during the fiscal year covered by this Annual Report on Form 10-K that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

DIRECTORS, EXECUTIVE

OFFICERS AND CORPORATE GOVERNANCE.

Identification of Directors

Set forth below is certain information with respect

to the individuals who are our directors as of September 20, 2022.

Position(s) or Office(s) Held

Chief Executive Officer, President, Treasurer and Director

Chairman of the Board of Directors

Board Composition.

Our Board of Directors

currently consists of five directors.

Each director will stand for election at each annual meeting of stockholders.

Our directors are

Woodward, Peter V.

Anania, Andrew J.

Miclot, Joseph N.

Forkey and Richard B.

Woodward, Mr.

Miclot and Dr.

considered “independent directors” as independence is currently defined in Rule 5605(d)(2) of the Nasdaq Stock Markets listing

standards and SEC Rule 10A-3.

The Audit Committee members are Mr.

Woodward, Mr.

Miclot and Dr.

Miles, and the Compensation Committee members

Woodward and Mr.

Biographies and Qualifications of Our Directors.

The biographies of our directors and certain information regarding each director’s experience, attributes, skills and/or qualifications

that led to the conclusion that the individual should be serving as a director of our Company are as follows:

On October 6, 2021, our Board appointed Mr.

Anania as a director.

Anania is President of Anania & Associates which he founded in 1987, and Anania & Associates

Investment Company LLC, a private investment firm focused on privately held, Maine-based businesses which he founded in January 2008.

Since November 2000, he serves as President and on the Board of Microwave Techniques LLC, Elmet Technologies, LLC and since December 2018

he serves on the board and audit committee of Alaris Holdings Ltd.

He has served in operating and board positions of numerous private

companies in which he has invested and performed management consulting services to non-portfolio companies.

Anania served on the Windham

Town Council from 2011 to 2014, board of the Windham Economic Development Corporation, Maine Heritage Policy Center (Chairman);

Corporator for Bangor Savings Bank;

an Emeritus Board member of the Maine International Trade Center participating in trade missions to

Korea, the United Kingdom, Brazil, Argentina, Taiwan, Singapore, Germany, the Netherlands and Mexico;

and serves as a charter member of

Maine's District Export Council helping small businesses expand their export sales.

He previously served on the board of the USM Alumni

Association, the Family Crisis Center, the United Way Allocation Committee and Raye’s Mustard Mill in Eastport.

from the University of Maine in marketing and management and an MBA from the University of Southern Maine.

Forkey has served as our Chief Executive

Officer, President and Treasurer since February 8, 2011.

Forkey has been a member of our Board of Directors since 2006.

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.

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.

Forkey is a valuable member of our Board due to

his depth of scientific, operating, strategic, transactional, and senior management experience in our industry.

Additionally, Dr.

has held positions of increasing responsibility at our Company and holds an intimate knowledge of our Company due to his longevity in

the industry and with us.

Miclot was appointed to our Board on March

Miclot has more than 35 years of leadership experience with medical device suppliers and brings substantial global industry

knowledge to our Company.

From September 2020 to May 2021, Mr.

Miclot was President of Electromedical Products International, Inc., a

medical device company treating anxiety, insomnia, depression and pain.

Miclot was the President and Vice Chairman and Director of

WishBone Medical, Inc., a pediatric orthopedic company dedicated to the unmet needs of children suffering from orthopedic challenges from

October 2017 to January 2019.

He was on the Indiana University Alumni Association Advisory Board from October 2016 to September 2021.

From October 2015 to January 2018, Mr.

Miclot served as President, CEO and Director of Micro Machine Co., a supplier of medical products

for the orthopedic and spinal industries.

Prior to joining Micro Machine Co., from May 2013 to September 2014, Mr.

Miclot was Executive

Vice President of MicroTechnologies, Inc., a medical device supplier.

Miclot was General Manager and Senior Vice President of ArthroCare

Corporation from June 2009 to March 2013.

From January 2008 to March 2009, Mr.

Miclot was President, CEO and Director of Ascension Orthopedics,

He was Vice President of Marketing for the orthopedic global business unit at Orthofix, Inc.

from April 2007 to January 2008, and

from March 1994 to April 2007, he served as Senior Vice President with Symmetry Medical Inc., a medical device supplier and was also the

Investor Relations Officer, after the NYSE IPO in December 2004 until April 2007.

Miclot has a BA degree in Speech and Hearing and

a MA degree in Audiology from Indiana University and an MBA from the Lake Forest Graduate School of Management, earned in 1991.

Professor Richard B.

Miles was appointed to our

Board of Directors in November 2005.

He received his Ph.D.

degree in Electrical Engineering from Stanford University in 1972 with a thesis

on nonlinear optics.

He was a member of the Mechanical and Aerospace Engineering faculty at Princeton University from 1972 until 2013,

at which time he retired from his Princeton academic appointment and became Professor Emeritus and Senior Scholar.

From 1980 to 1996 he

served as Chairman of Engineering Physics at Princeton.

In 2017 he joined Texas A&M University and was appointed TEES Eminent Professor

of Aerospace Engineering.

In 2019 he was named Distinguished University Professor and is currently the holder of the O’Donnell Foundation

He is a member of the National Academy of Engineering and a Fellow of the National Academy of Inventors.

He serves on the Board

of Directors of the Hertz Foundation and the Board of Trustees of Pacific University, Oregon and is a Fellow of the Optical Society of

America (OSA) and the American Institute Aeronautics and Astronautics (AIAA).

In 1997 he founded Plasma TEC, Inc, and currently serves

Professor Miles is a valuable member of our Board due to his depth of scientific experience and familiarity with the field

of our technologies, insight into the academic community, and familiarity with the latest developments and innovations in science and

Woodward was appointed to our Board effective July 9, 2014 and

as chairman of the Board in connection with the sale and purchase agreement we entered into in July 2014.

Woodward is the founder

of MHW Capital Management, LLC, or MHW, a position he has held since September 2005.

MHW specializes in large equity investments in public

companies implementing operating strategies to significantly improve their profitability.

From 1996 to 2005, Mr.

Woodward was the Managing

Director for Regan Fund Management, LLC.

He served as the President and Chief Executive Officer and Director of Cartesian, Inc.

2015 to July 2018, and currently serves as Chairman of the Board and Chairman of the Audit Committee for TSS, Inc., and as the CEO of

Innovative Power, LLC.

Woodward holds a BA in economics from Colgate University and a Masters of International Affairs with a concentration

in international economics and finance from Columbia University.

He is also a Chartered Financial Analyst.

Identification of Executive Officers

Set forth below is certain information with respect

to the individuals who are our executive officers as of September 20, 2022.

Position(s) or Office(s) Held

Chief Executive Officer, President, Treasurer and Director

Chief Financial Officer and Secretary

Biographies and Qualifications of Our Executive

The biographies of our executive officers and certain information regarding each officer’s experience, attributes,

skills and/or qualifications that led to the conclusion that the individual should be serving as an executive officer of our Company are

Forkey’s full biography, please

refer to the section entitled “Biographies and Qualifications of Our Directors.”

Habhegger started with us in September 2019

as Director of Finance and became our Chief Financial Officer and Secretary effective December 1, 2019.

Prior to joining our Company,

he was the Director of Financial Planning and Analysis of SmartBear Software, Inc.

from 2015 to August 2019 and of AgaMatrix, Inc.

2010 to 2015.

From 2005 to 2009 he was the Chief Financial Officer of Weather Services International, now The Weather Company, where he

led the implementation of the PeopleSoft financial system and the SalesLogix CRM solution and the financial due diligence for two large

acquisitions.

He earned his Bachelor of Science in Finance from Western International University in 1994 and an MBA in Global Management

from the University of Phoenix in 2005.

Other Involvement in Certain Legal Proceedings

None of our directors or executive officers has

been involved in any bankruptcy or criminal proceedings, nor have there been any judgments or injunctions brought against any of our directors

or executive officers during the last ten years that we consider material to the evaluation of the ability and integrity of any director

or executive officer.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of

1934, as amended, requires our directors, executive officers and persons who own more than 10% of a registered class of our securities

to file reports of beneficial ownership and changes in beneficial ownership with the Securities and Exchange Commission on Forms 3 (Initial

Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial

Ownership of Securities).

Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with

copies of all Section 16(a) forms they file.

Based solely upon a review of reports provided

to us by our officers and directors, we believe that, during the fiscal year ended June 30, 2022, no person required to file reports under

Section 16(a) of the Securities Exchange Act of 1934 failed to file such reports on a timely basis during such fiscal year, except that

Dolphin Offshore Partners LP which owns approximately 12% of our common stock based on available public records as of September 20, 2022

has not filed a Form 3 to date.

Dolphin Offshore Partners LP is not affiliated with our Company.

Code of Ethics

We adopted a Corporate Code of Ethics and Conduct

that applies to all employees, officers and directors of our Company, including our principal executive officer, principal financial officer

and principal accounting officer or controller, or persons performing similar functions, a copy of which was filed as Exhibit 14.1

to our Annual Report on Form 10-K for the Fiscal Year Ended June 30, 2008 with the Securities and Exchange Commission on September 28,

A copy of our Corporate Code of Ethics and Conduct can be obtained free of charge by contacting our Secretary, c/o Precision Optics

Corporation, Inc., 22 East Broadway, Gardner, Massachusetts 01440.

Procedure for Nominating Directors

There have been no material changes to the procedures

by which security holders may recommend nominees to our Board of Directors.

The Board of Directors will consider candidates

for director positions that are recommended by any of our stockholders.

Any such recommendation should be provided to our Secretary.

recommended candidate should be submitted to us in writing addressed to our Secretary, c/o Precision Optics Corporation, Inc., 22 East

Broadway, Gardner, Massachusetts 01440.

The recommendation should include the following information:

name of candidate;

address, phone

and fax number of candidate;

a statement signed by the candidate certifying that the candidate wishes to be considered for nomination

to our Board of Directors and stating why the candidate believes that he or she would be a valuable addition to our Board of Directors;

a summary of the candidate’s work experience for the prior five years and the number of shares of our stock beneficially owned by

the candidate.

The Board will evaluate the recommended candidate

and shall determine whether or not to proceed with the candidate in accordance with our procedures.

We reserve the right to change our

procedures at any time to comply with the requirements of applicable laws.

Committees of the Board of Directors

The Board of Directors has the responsibility

for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations.

The Board’s primary

responsibility is to oversee management of our Company and, in so doing, serve the best interests of our Company and our stockholders.

Our Board of Directors has the ability to establish, or disband, such

committees as necessary or appropriate to serve the needs of our Company.

For many years, our full Board of Directors performed all of

the functions normally designated to an audit committee, compensation committee and nominating committee.

Recently, the Board decided

to designate an Audit Committee and a Compensation Committee, in part to satisfy Nasdaq Stock Markets requirements in contemplation of

our Nasdaq listing application.

Audit Committee and Audit Committee Financial Expert

The Audit Committee of the Board of Directors was established by the

Board in July 2022 and is currently composed of Messrs.

Woodward (Chair), Miclot and Miles.

The Audit Committee acts on behalf of the

Board and its primary function is to oversee the financial reporting and disclosure process.

The Audit Committee has adopted a charter,

which is available on the Company’s website.

The Audit Committee has reviewed with management the audited financial

statements included in this Form 10-K;

discussed with the Company’s independent auditors the matters required to be discussed by

the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission;

reviewed the written disclosures and the letter from the Company’s independent auditors’ required by the applicable requirements

of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee

concerning independence;

and has discussed with the independent account the independent accountant’s independence.

Based on these

reviews and discussions, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included

in this Form 10-K for the fiscal year ended June 30, 2022.

The Board of Directors has made a determination that Peter H.

Chairman of the Board and Chair of the Audit Committee, qualifies as an audit committee financial expert and meets the criteria set forth

in Item 407(d)(5) of Regulation S-K.

Woodward is an “independent director” as independence is currently defined in Rule

5605(d)(2) of the Nasdaq Stock Markets listing standards and SEC Rule 10A-3.

Woodward has an understanding of generally accepted accounting

principles and financial statements and has the ability to assess the general application of such principles in connection with the accounting

for estimates, accruals and reserves, and has an understanding of internal controls over financial reporting as well as audit committee

Woodward’s biography and qualifications described above in Item 10 of this Form 10-K.

Compensation Committee

The Compensation Committee of the Board of Directors

was established by the Board in May 2022 and is currently composed of Messrs.

Woodward and Miclot (Chair).

The Compensation Committee

has adopted a charter, which is available on the Company’s website.

Under its charter, the Compensation Committee of the Board acts on

behalf of the Board to review and oversee the Company’s overall compensation philosophy, and to oversee the development and implementation

of compensation programs aligned with the Company’s business strategy.

Specifically, the Compensation Committee’s authority

includes reviewing and approving annually the corporate goals and objectives applicable to the compensation of the chief executive officer

, and to evaluate at least annually the CEO’s performance in light of those goals and objectives, and determine and approve the

CEO’s compensation level based on that evaluation.

In evaluating and determining CEO compensation, the Committee considers the results

of the most recent stockholder advisory vote on executive compensation (“Say on Pay Vote”) required by Section 14A of the

Exchange Act.

The CEO is not allowed to be present during any voting or deliberations by the Committee on CEO compensation.

Additionally,

the Compensation Committee approves the compensation of all other executive officers, in consultation with the CEO.

In evaluating and

determining executive compensation, the Committee considers the results of the most recent Say on Pay Vote.

The Compensation Committee

also makes recommendations to the Board regarding the adoption of Stock Plans and equity-based plans, which includes the ability to amend

and terminate such plans.

The Compensation Committee has the authority to administer the Company’s Stock Plans and equity-based

plans, including designation of the employees to whom the awards are to be granted, the amount of the award or equity to be granted and

the terms and conditions applicable to each award or grant, subject to the provisions of each plan.

The Compensation Committee is responsible

for overseeing the Company’s submission to a stockholder vote of matters relating to compensation, including advisory votes on executive

compensation and the frequency of such votes, incentive and other compensation plans, and amendments to such plans.

The Compensation Committee

is also responsible for performing any other activities required by applicable law, rules or regulations, including the rules of the SEC

and any exchange or market on which the Company’s capital stock is traded, and performs other activities that are consistent with

the Compensation Committee’s charter, the Company’s certificate of incorporation and bylaws, and governing laws, as the Compensation

Committee or the Board deems necessary or appropriate.

The charter of the Compensation Committee grants the Compensation Committee

full access to all books, records, facilities and personnel of the Company.

In addition, under the charter, the Compensation Committee

has the discretion and authority to obtain, at Company expense, advice and assistance from compensation consultants and internal and external

legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in

the performance of its duties.

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE.

The information required under this item is incorporated

by reference to the applicable information set forth in the Proxy Statement for the 2023 Annual Meeting of Stockholders.

COMPENSATION.

Executive Compensation

Summary Executive Compensation

The following table sets forth all compensation

for our fiscal years ended June 30, 2022, and 2021 awarded to, earned by, or paid to our Principal Executive Officer, our most highly

compensated executive officer and our other most highly compensated employee, all of whom are referred to herein as the “Named

Executive Officers”.

Summary Executive Compensation Table for the

Fiscal Years Ended June 30, 2022 and 2021

Name and Principal Position

Chief Executive Officer,

President and Treasurer

Chief Financial Officer, Secretary

Senior Vice President Sales and Marketing

Represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation — Stock Compensation.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option valuation model.

A discussion of the assumptions used in calculating the amounts in this column may be found in the Notes to our audited consolidated financial statements for the year ended June 30, 2022 set forth in this Annual Report on Form 10-K.

These amounts do not represent the actual amounts paid to or realized by the executives during the fiscal years presented.

We granted Dr.

Forkey a stock option to purchase up to 150,000 shares of our common stock at an exercise price of $1.68 per share, the closing price of our common stock on June 4, 2021.

75,000 options vested on the date of grant, and the remaining 75,000 options vest on June 4, 2022.

Represents the fair value of performance bonus award paid in the form of common stock.

We granted Mr.

Habhegger a stock option to purchase up to 80,000 shares of our common stock at an exercise price of $1.68 per share, the closing price of our common stock on June 4, 2021.

40,000 options vested on the date of grant, and the remaining 40,000 options vest on June 4, 2022.

Represents performance bonus awards for the respective fiscal year.

We granted Mr.

DiRubio a stock option to purchase up to 25,000 shares of our common stock at an exercise price of $1.68 per share, the closing price of our common stock on June 4, 2021.

12,500 options vested on the date of grant, and the remaining 12,500 options vest on June 4, 2022.

We granted Mr.

DiRubio a stock option to purchase up to 100,000 shares of our common stock at an exercise price of $2.09 per share, the closing price of our common stock on February 7, 2022.

These options vest in three pro rata increments on February 7, 2023, 2024, and 2025.

Employment Contracts

Agreement with Dr.

On July 27, 2018, our Board of Directors approved

a new compensation agreement with our Chief Executive Officer, Dr, Joseph Forkey effective August 2, 2018.

Pursuant to the agreement,

we agreed to pay Dr.

Forkey a base salary of $200,000 per year beginning retroactively on July 1, 2018.

Effective October 1, 2019, our

Board of Directors approved an increase of Dr.

Forkey’s base salary to $250,000 per year.

On August 2, 2018, we also granted Dr.

Forkey a stock option to purchase up to 350,000 shares of our common stock at an exercise price of $0.73 per share.

The options vested

(i) one–half of the options vest if we achieved revenues of $1.5 million or higher for two consecutive fiscal quarters,

based on the reported revenues in our Form 10-Ks or 10-Qs;

and (ii) one-half of the options vested if our common stock was trading at

$1.00 per share or higher for fifteen consecutive trading days.

As of June 30, 2022, all 350,000 options are vested.

We also granted Dr.

Forkey 300,000 shares of common stock at a rate of 50,000 shares per fiscal quarter retroactively starting January 1, 2017 and through

the quarter ended June 30, 2018.

As of June 30, 2022, all 300,000 of such shares have been issued to Dr.

Agreement with Mr.

Effective December 1, 2019 we entered into an

employment agreement with Mr.

Habhegger to serve as our Chief Financial Officer and Secretary pursuant to which we agreed to pay Mr.

a base salary of $170,000 per year.

In the event that Mr.

Habhegger is terminated within six months of a change of control he will receive

six months’ notice or pay in lieu of notice at his then current salary rate.

Agreement with Mr.

As of February 7, 2022, we entered into an Employment

Agreement with Mr.

DiRubio to serve as Senior Vice President of Sales and Marketing of Precision Optics Corporation.

The agreement covers

a period of one year from January 1, 2022, subject to automatic annual renewals unless earlier terminated or unless either party gives

at least 30 days’ notice of nonrenewal.

DiRubio will receive base salary of $190,000 per year, plus formulaic cash bonuses based

on specified financial results versus budget.

For the period January 1 through June 30, 2022, Mr.

DiRubio earned a revenue-based bonus

of $22,670 and gross margin-based bonus of $6,594.

For the fiscal year ending June 30, 2023, his maximum aggregate cash bonus would be

$125,000, subject to meeting or exceeding targeted financial result targets for the year.

Under his Agreement, Mr.

DiRubio also received

a one-time stock option award for the purchase of up to 100,000 shares of Company common stock at an exercise price of $2.09 per share,

to vest in pro rata increments on February 7, 2023, 2024 and 2025.

DiRubio is terminated without cause by the Company during the

first year of the agreement, he shall receive a lump-sum $47,500 cash severance payment and all unexercised stock options shall vest immediately

and be exercisable for the remainder of their term.

DiRubio is terminated without cause subsequent to the first year of the Agreement,

he shall receive a lump-sum cash severance payment equal to one-fourth his then current annual salary (not including bonus).

The agreement

also provides that during the term of his employment and for twelve months thereafter, Mr.

DiRubio agrees not to compete with the Company,

solicit employees, vendors or customers for purposes that do not directly benefit the Company or to interfere in any way with the Company’s

relationship with any vendors or customers.

Apart from the agreements described above, we

have no other employment contracts in place with any Named Executive Officer or any compensatory plan or arrangement with respect to any

Named Executive Officer where such plan or arrangement will result in payments to such Named Executive Officer upon or following his resignation,

or other termination of employment with us and our subsidiaries, or as a result of a change-in-control of our Company or a change in the

Named Executive Officers’ responsibilities following a change-in-control.

Outstanding Equity Awards at Fiscal Year-End Table for the Fiscal

Year Ended June 30, 2022

The following table shows grants of options outstanding

on June 30, 2022, the last day of our fiscal year, to each of the Named Executive Officers included in the Summary Executive Compensation

Number of securities

underlying unexercised

Number of securities

underlying unexercised

options Unexercisable

Jeffrey DiRubio

Profit Sharing and 401(k) Plan

We have a defined contribution 401(k) profit sharing

Employer profit sharing and matching contributions to the plan are discretionary.

No employer profit sharing contributions were

made to the plan in fiscal years 2022 and 2021.

No employer matching contributions were made to the plan in fiscal years 2022 and 2021.

Director Compensation

The following table sets forth cash amounts and

the value of other compensation paid to our directors, but does not include the compensation of Dr.

Forkey, our Chief Executive

Officer, President, and Treasurer, as his compensation is reflected in the Summary Executive Compensation Table.

During the fiscal year

ended June 30, 2022, our Board of Directors determined that Dr.

Forkey was our employee director and, therefore, would not earn

any fees related to service on our Board.

Director Compensation Table for the Fiscal

Year Ended June 30, 2022

Fees earned or paid in cash

Option awards

Under our director compensation plan, each non-management, non-Chairman board member shall receive $5,000 annually paid in quarterly amounts of $1,250.

The board of directors also approved that each.

We also reimburse our directors for travel expenses.

Woodward serves as our Chairman and performs various management services.

In March 2019 the Company’s board of directors approved the payment of $10,000 per quarter to Mr.

Woodward for the performance of certain management services.

In December 2019 the Company’s board of directors approved annual grants of common stock options each year beginning in December 2019 of 20,000 and 30,000 options to each non-management board members and the Chairman, respectively.

On November 17, 2021, 20,000 options to purchase the Company’s common stock were granted to Mr.

Miles, and Mr.

Anania, and 30,000 to Mr.

Woodward at an exercise price of $2.26 per share.

The options are exercisable at the date of grant and expire on November 17, 2032.

As of June 30, 2022, the following outstanding

stock options were held by each of our directors:

Miclot – 120,000, Dr.

Miles – 126,000, Peter V.

– 20,000, Peter H.

Woodward – 180,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following tables set forth information regarding

our common stock owned as of the close of business on September 20, 2022 by the following persons:

(i) each person who is known by us

to own beneficially more than 5% of our common stock, (ii) each of our directors who beneficially owns our common stock, (iii) each of

our Named Executive Officers who beneficially own our common stock and (iv) all executive officers and directors, as a group, who beneficially

own our common stock.

The information on beneficial ownership in the table and footnotes thereto is based upon data furnished to us by,

or on behalf of, the persons listed in the table.

We have determined beneficial ownership in accordance

with the rules of the SEC.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the

persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they

beneficially own, subject to applicable community property laws.

In computing the number of shares of common stock

beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options

held by that person or group that are currently exercisable or exercisable within 60 days after September 20, 2022.

We did not deem these

shares outstanding, however, for the purpose of computing the percentage ownership of any other person or group.

Stockholders Known by Us to Own Over 5% of

Our Common Stock

Amount of beneficial ownership (1)

Name and Address of Beneficial Owner

Sandra F., Norman H.

51 st Street PH 31

New York, NY 10022

Dolphin Offshore Partners LP (4)

4828 First Coast Highway, STE 5

Fernandina, FL 32034

Hershey Strategic Capital, LP (5)

888 7 th Ave., 17 th Floor

New York, New York 10019

Stuart L Sternberg (6)

85 Bellevue Ave

Rye, NY 10580

MHW Partners, L.P.

150 East 52 nd Street

New York, New York 10022

_______________________

Represents shares with respect to which each beneficial owner listed has or will have, upon acquisition of such shares upon exercise or conversion of options, warrants, conversion privileges or other rights exercisable within 60 sixty days, sole voting and investment power.

For the purposes of this table, we have not assumed the limitations on exercise set forth in certain options, which limit the number of shares of common stock that the holder, together with all other shares of common stock beneficially owned by such person, does not exceed 4.999% of the total outstanding shares of common stock.

As of September 20, 2022, there were 16,915,089 issued shares of our common stock issued and outstanding.

Percentages are calculated on the basis of the amount of issued and outstanding common stock plus, for each person or group, any securities

that such person or group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights.

We relied, in part, on a Schedule 13D/A filed jointly with the SEC on July 5, 2019 by Sandra F.

Pessin and Norman H.

Pessin are married and considered to beneficially hold each other’s shares.

Pessin owns 963,334 shares and Mr.

owns 233,625 shares for a combined beneficial ownership of 1,196,959 shares.

We relied, in part, on the Schedule 13D/A filed jointly by Dolphin Offshore Partners, L.P., Dolphin Mgmt.

Services, Inc.

Salas on December 27, 2017 for this information.

Dolphin Offshore Partners, L.P., a Delaware limited partnership, is an investment manager.

Dolphin Mgmt.

Services, Inc., a Delaware corporation,

is the managing general partner of Dolphin Offshore Partners, L.P.

Salas is the President, sole shareholder and controlling

person of Dolphin Mgmt.

Services, Inc.

Peter Salas is a U.S.

Dolphin Offshore Partners, L.P., Dolphin Mgmt.

Services, Inc.

Salas each may be deemed to beneficially own an aggregate

of 2,070,625 shares of common stock.

Dolphin Offshore Partners, L.P., Dolphin Mgmt.

Services, Inc.

Salas each may be deemed

to have shared power to vote or direct the vote, and dispose or direct the disposition, of all such shares of common stock.

We relied, in part, on the Schedule 13D/A jointly filed by Hershey Strategic Capital, LP, Hershey Management I, LLC and Hershey Strategic

Capital GP, LLC on October 10, 2017 for this information.

Hershey Management I, LLC, a Delaware limited liability company, is the investment advisor of Hershey Strategic Capital, LP, a Delaware

limited partnership.

Hershey Strategic Capital GP, LLC, a Delaware limited liability company, is the general partner of Hershey Strategic

Adam Hershey is the sole managing member of both Hershey Management I, LLC and Hershey Strategic Capital GP, LLC.

investment advisor, Hershey Management I, LLC has the voting and dispositive power with respect to all of the shares of common stock

owned by Hershey Strategic Capital, LP.

On July 9, 2014, Richard E.

Forkey resigned as a director and Hershey Strategic Capital, LP designated

Woodward and Dr.

Schwartz to our Board of Directors and such designees were so appointed.

Hershey Strategic Capital, LP beneficially owns 986,480 shares of common stock.

Hershey Strategic Capital, LP is managed by Adam Hershey,

and in such capacity, Mr.

Hershey holds the power to vote and direct the disposition of all shares of common stock owned by Hershey Strategic

Hershey Management I disclaims beneficial ownership in the shares.

We relied, in part, on a Schedule 13G/A filed with the SEC by Stuart Sternberg on February 26, 2021, for this information.

We relied, in part, on a Form 4 filed with the SEC on December 1, 2016 by Peter H.

Woodward, on a Schedule 13D/A jointly filed with the

SEC on November 3, 2015 by MHW Partners, L.P., MHW Capital, LLC, and MHW Capital Management, LLC, on a Form 4 filed with the SEC by Peter

Woodward on December 31, 2019, and on a Form 4 filed with the SEC by Peter H.

Woodward on November 16, 2020 for this information.

MHW Partners, L.P.

is a Delaware limited partnership.

MHW Capital, LLC is a Delaware limited liability company.

MHW Capital Management,

LLC is a Delaware limited liability company.

MHW Capital, LLC is the general partner of MHW Partners, L.P.

Woodward is the principal

of MHW Capital Management, LLC and MHW Capital, LLC and in such capacity, Mr.

Woodward holds the power to vote and direct the disposition

of all shares of common stock owned by MHW Partners, L.P.

MHW Partners, L.P., MHW Capital, LLC, MHW Capital Management, LLC and Mr.

share the power to vote and direct the disposition of all shares of common stock owned by MHW Partners, L.P.

Woodward is a citizen

of the United States and our current Chairman of our Board of Directors.

MHW Partners, L.P.

beneficially owns 674,013 shares of common stock, and 150,000 shares that may be acquired

upon the exercise of outstanding stock options by Mr.

90,000 options vested in three installments:

one-third vested immediately

on the date of grant;

one-third vested on May 18, 2016;

the remaining one-third vested on May 18, 2017.

The options have an exercise

price of $0.73 and expire on May 18, 2025.

30,000 options became immediately exercisable upon their grant on December 6, 2019, have an

exercise price of $1.50 per share, and expire on December 6, 2029.

The remaining 30,000 options became immediately exercisable upon their

grant on November 16, 2020, have an exercise price of $1.40 per share, and expire on November 16, 2030.

However, the aggregate number

of shares of common stock into which such warrants and options are exercisable, and which MHW Partners, L.P.

has the right to acquire

beneficial ownership, is limited to the number of shares of common stock that, together with all other shares of common stock beneficially

owned by MHW Partners, L.P., does not exceed 4.999% of the total outstanding shares of common stock.

Accordingly, such warrants and options

are not currently exercisable into common stock until the actual shares of common stock held by MHW Partners, L.P.

is less than 4.999%

of the total outstanding shares of common stock.

MHW Partners, L.P.

may waive this 4.999% restriction with 61 days’ notice to us.

Officers and Directors

Amount of beneficial ownership (2)

Name and address of beneficial owner (1)

Nature of beneficial ownership

Shares – Rights

Chairman of the Board of Directors

Chief Executive Officer, President, Treasurer and Director

Jeffrey DiRubio (7)

Senior Vice President Sales and Marketing

Habhegger (8)

Chief Financial Officer, Secretary

All directors and executive officers as a group

* Percentage of shares beneficially owned does

not exceed one percent of issued and outstanding shares of stock.

_______________________

Unless otherwise stated, the address of each beneficial owners listed on the table is c/o Precision Optics Corporation, Inc., 22 East Broadway, Gardner, MA 01440.

As of September 27, 2022, we had 16,915,089 shares of our common stock

issued and outstanding.

Percentages are calculated on the basis of the amount of issued and outstanding common stock plus, for each person

or group, any securities that such person or group has the right to acquire within 60 days of September 27, 2022 pursuant to options,

warrants, conversion privileges or other rights.

Anania was appointed to our board of directors on October 6, 2021.

Anania’s beneficial ownership consists of 590,465 shares owned by him, 25,856 shares owned by his wife and 20,000 shares of

common stock that may be acquired by him upon the exercise of outstanding stock options.

Anania is the President of Anania & Associates

Investment Company, LLC.

As part of its acquisition of Lighthouse Imaging, the Company on of October 6, 2021 issued 1,680,145 shares of

common stock to Anania & Associates Investment Company, LLC, designated as nominee holder for all underlying owners of Lighthouse

Imaging, LLC.

The Company later filed a registration statement for resale of those shares, and on September 7, 2022, Anania & Associates

Investment Company, LLC distributed all of the shares to the underlying owners.

Through such distribution, Mr.

Anania acquired

record ownership of the shares shown here as owned by them.

Peter Woodward is the Chairman of our Board of Directors.

is the managing member and general partner of MHW Partners, L.P.

and in such capacity, Mr.

Woodward holds the power to vote and direct

the disposition of all shares of common stock owned by MHW Partners.

On September 28, 2012, MHW Partners purchased 222,223 shares of our

common stock, and warrants to purchase up to 168,386 shares of our common stock at an exercise price of $1.11 per share, subject to adjustment

and a call provision if certain market price targets were reached, and an expiration date of September 28, 2017.

On July 2, 2014, MHW

Partners purchased 125,000 shares of common stock.

On October 19, 2015, MHW Partners purchased 100,000 shares of common stock.

22, 2016 MHW Partners purchased 156,667 shares of common stock, and warrants to purchase 78,333 shares of common stock at an exercise

at a variable exercise price subject to the Companies achievement of certain performance criteria.

MHW Partners exercised the 78,333 November

22, 2016 warrants on October 16, 2017 at $0.01 per share.

Woodward’s beneficial ownership consists of (a) 674,013 shares of

common stock held through MHW Partners and (b) 180,000 shares of common stock which may be acquired upon the exercise of outstanding stock options.

Forkey is a member of our Board of Directors and serves as our Chief Executive Officer, President and Treasurer.

Forkey’s beneficial ownership consists of (a) 347,620 shares of common stock held in joint ownership with his wife, Heather Forkey, with whom he shares voting and dispositive control, and (b) 500,000 shares of common stock that may be acquired upon the exercise of outstanding stock options.

DiRubio is our Senior Vice President of Sales

and Marketing.

Dirubio’s beneficial ownership consists of (a) 196,000 shares of common, and (b) 125,000 shares of common stock

that may be acquired upon the exercise of outstanding stock options.

Habhegger is our Chief Financial Officer and Secretary effective December 1, 2019.

Habhegger’s beneficial ownership consists of (a) 9,095 shares of common stock and (b) 180,000 shares of common stock that may be acquired upon the exercise of outstanding stock options.

Miles is a member of our Board of Directors.

Miles’ beneficial ownership consists of (a) 22,712 shares of common stock, and (b) 126,000 shares of common stock that may be acquired upon the exercise of outstanding stock options.

Andrew Miclot is a member of our Board of Directors.

Miclot’s beneficial ownership consists of 120,000 shares that may be acquired upon the exercise of outstanding stock options.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

Since the beginning of the last fiscal year ended

June 30, 2022 we had the following related party transactions.

On October 4, 2021, the Company entered into agreements

with accredited investors for the private placement of 937,500 shares of our common stock, $0.01 par value, at a price of $1.60 per share.

We received $1,500,000 in gross proceeds from the offering.

The placement proceeds were used to partially

fund the business acquisition of the Lighthouse division.

In compliance with the registration rights agreement entered into with the investors,

on January 31, 2022 the Company filed a registration statement for the shares with the Securities and Exchange Commission, which became

effective on February 11, 2022.

Sandra Pessin acquired 468,750 shares in this placement for $750,000 or $1.60 per share;

Pessin was already an owner of more than 5% of the Company’s outstanding common stock.

Director Independence

During the fiscal year ended June 30, 2021,

the Board of Directors determined that Peter H.

Woodward, Dr.

Miles and Andrew J.

Miclot were “independent” as

defined under the standards of independence set forth in the Nasdaq Listing Rules and the rules under the Securities Exchange Act of 1934.

PRINCIPAL ACCOUNTING

FEES AND SERVICES.

Independent Registered Public Accounting Firm

Our principal and sole independent registered

public accounting firm for the fiscal years ending June 30, 2022 and 2021 is Stowe & Degon LLC, referred to as Stowe.

The following

table presents fees for professional audit services and other services rendered by Stowe, for the fiscal years ended June 30, 2022

Audit Fees (1)

Audit Related Fees (2)

Business Acquisition Related Fees (3)

Total Audit and Audit Related Fees

_______________________

Audit fees for fiscal year 2022 are comprised of fees for professional services performed for the audit of our annual financial statements and review of our quarterly financial statements of $96,815, including direct out-of-pocket expenses in the amount of $1,795.

Audit fees for fiscal year 2021 are comprised of fees for professional services performed for the audit of our annual financial statements and review of our quarterly financial statements of $94,125, including direct out-of-pocket expenses in the amount of $75.

Audit-related fees are comprised of fees for assurance and related attestation services that are reasonably related to the performance of the audit of our annual financial statements, or the review thereof, and fees for due diligence services.

Business acquisition related fees relate to audit, assurance and related attestation services relating to our acquisition of the Lighthouse division in October 2021.

Tax fees for fiscal 2022 and 2021 are comprised of fees for professional services performed with respect to corporate tax compliance, tax return preparation and filing, tax planning and tax advice.

Pre-Approval Policies

Under the direction of our Chief Executive Officer,

our Board of Directors pre-approves all services provided by our independent registered public accounting firm.

100% of the above services

and fees were reviewed and approved by the Board of Directors either before or after the respective services were rendered.

of Directors has considered the nature and amount of fees billed by Stowe and believes that the provision of services for activities unrelated

to the audit is compatible with maintaining the firm’s independence.

EXHIBITS, FINANCIAL

STATEMENT SCHEDULES.

Documents filed as part of this report

The following documents are filed as part of this Annual Report on

The information required under this item is incorporated

by reference to the applicable information set forth in the Proxy Statement for the 2023 Annual Meeting of Stockholders.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The information required under this item is incorporated

by reference to the applicable information set forth in the Proxy Statement for the 2023 Annual Meeting of Stockholders.

CERTAIN RELATIONSHIPS

AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required under this item is incorporated

by reference to the applicable information set forth in the Proxy Statement for the 2023 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTING FEES AND

The information required under this item is incorporated by reference

to the applicable information set forth in the Proxy Statement for the 2023 Annual Meeting of Stockholders.

EXHIBITS, FINANCIAL STATEMENT

Documents filed as part of this

The following documents are filed as part of this Annual Report

FINANCIAL STATEMENTS

The following documents are filed in Part II, Item 8 of this

Annual Report on Form 10-K:

Report of Independent Registered Public Accounting

The following documents are filed in Part II, Item 8

of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at June 30, 2023 and 2022

Consolidated Statements of Operations for the years

ended June 30, 2022 and 2021

Consolidated Statements of Stockholders’ Equity

for the years ended June 30, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended

June 30, 2022 and 2021

Consolidated Statements of Operations for the years ended June 30, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended June 30, 2023 and 2022

Notes to Consolidated Financial Statements

4 unchanged sentences

in this report.

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).

Amendment to the Amended and Restated Bylaws of Precision Optics Corporation, Inc.

effective May 13, 2022 (included as exhibit 3.5 to the Form 10-Q filed May 16, 2022, 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 Company’s 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).

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).

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.

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).

Restated Articles of Organization of Precision Optics Corporation, Inc.

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).

to the Amended and Restated Bylaws of Precision Optics Corporation, Inc.

effective May 13, 2022 (included as exhibit 3.5 to the Form

10-Q filed May 16, 2022, 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.)

Precision Optics Corporation,

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 between the Company and Joseph N.

Forkey, dated August 2, 2018 (included as Exhibit 10.1 to the Form 8-K filed

on August 3, 2018, 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 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).

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.

2022 Equity Incentive Plan (included as Appendix B to the proxy statement on Form DEF14A filed on February 24, 2022, and incorporated herein by reference) .

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).

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.

2022 Equity Incentive Plan (included as Appendix B to the proxy statement on Form DEF14A filed on February

24, 2022, and incorporated herein by reference).

Employment offer letter dated January 5, 2023 between

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).

Subsidiaries of the Registrant (included as Exhibit 21.1 to the Form 10-K filed September 26, 2008, and incorporated herein by reference).

Kevin Dahill (included as Exhibit 10.2 to the current report on Form 8-K filed on January

5, 2023, and incorporated herein by reference)

Second Amendment to Loan

Agreement dated June 2, 2023, by and between Precision Optics Corporation, Inc.

and Main Street Bank (included as Exhibit 10.1 to

the current report on Form 8-K filed on June 7, 2023, and incorporated herein by reference).

$750,000 Promissory Note dated June 2, 2023 (included

as Exhibit 10.2 to the current report on Form 8-K filed on June 7, 2023, and incorporated herein by reference).

Second Amendment to Demand

Revolving Line of Credit Note dated June 2, 2023, by and between Precision Optics Corporation, Inc.

and Main Street Bank (included

as Exhibit 10.3 to the current report on Form 8-K filed on June 7, 2023, and incorporated herein by reference).

Form of Securities Purchase

Agreement, by and among Precision Optics Corporation, Inc.

and several investors, dated June 15, 2023 (included as Exhibit 10.1 to

the current report on Form 8-K filed on June 20, 2023, and incorporated herein by reference).

Form of Registration Rights

Agreement, by and among Precision Optics Corporation, Inc.

and several investors, dated June 15, 2023 (included as Exhibit 10.2 to

the current report on Form 8-K filed on June 20, 2023, and incorporated herein by reference).

Placement Agent Agreement,

by and between Precision Optics Corporation, Inc.

and A.G.P./Alliance Global Partners, dated June 15, 2023 (included as Exhibit 10.3

to the current report on Form 8-K filed on June 20, 2023, and incorporated herein by reference).

Employment Agreement dated March 30, 2023 between Precision

Optics Corporation, Inc.

and Mahesh Lawande (included as Exhibit 10.31 to the Form S-1 filed July 20, 2023, and incorporated herein

by reference).

Employment Agreement dated June 7, 2023 between Precision

Optics Corporation, Inc.

Coll (included as Exhibit 10.31 to the Form S-1 filed July 20, 2023, and incorporated herein

by reference).

Precision Optics Corporation,

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).

Consent of Independent Registered Public Accounting Firm.

3 unchanged sentences

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

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