What changed in this filing

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Item 5. Other Information

2023-11-14 compared with 2023-05-15 · 18 added, 80 removed, 20 unchanged (83% of the section changed)

Other Information.

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).

(a) Not applicable.

(b) Information about the Company’s process

for considering director nominations and recommendations by shareholders appears in the Company’s proxy statement for its upcoming

Annual Meeting of Shareholders on December 1, 2023, under the heading “Director Nominations.” A copy of that proxy statement

was filed with the Securities and Exchange Commission on October 10, 2023.

The Company recently confirmed that its policy is for the Board

to seek recommendations from the independent directors as to each person considered for nomination or election as a director.

respects, the Company’s current practices on director nominations are identical with its prior practices.

Report on Form 10-Q, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule

10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Restated Articles of Organization of Precision Optics Corporation, Inc.(included as Exhibit 3.1 to the Form 10-K filed September 28, 2023, 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).

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).

of Amendment to the Articles of Organization of Precision Optics Corporation, Inc., dated October 24, 2022;

and Articles of Amendment

to the Articles of Organization of Precision Optics Corporation, Inc., dated October 26, 2022 (included as Exhibit 3.1 to the Form

8-K filed November 2, 2022, and incorporated herein by reference).

Articles of Amendment to the Articles of Organization of Precision Optics Corporation, Inc., dated October 27, 2022 (included as Exhibit 3.2 to the Form 8-K filed November 2, 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.

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) .

Employment offer letter dated January 5, 2023

between Precision Optics Corporation, Inc.

and Daniel S.

Habhegger (included as Exhibit 10.1 to the current report on Form 8-K filed on

January 5, 2023, and incorporated herein by reference).

Employment offer letter dated January 5, 2023

between Precision Optics Corporation, Inc.

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).

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).

effective May 13, 2022 (included as exhibit 3.5 to the Form 10-Q

filed May 16, 2022, 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 Principal Financial 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.

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Filed Herewith.

Certain portions of the agreement have been omitted to preserve the confidentiality of such information.

The Company will furnish copies of any such information to the SEC upon request.

The schedules to agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K.

The Company will furnish copies of any such schedules to the SEC upon request.

Copies of above exhibits not contained herein

are available to any stockholder, upon written request to:

Chief Financial Officer, Precision Optics Corporation, Inc., 22 East Broadway,

Gardner, MA 01440.

Pursuant to the requirements of the Securities

1 unchanged sentence

PRECISION OPTICS CORPORATION, INC.

November 14, 2023

/s/ Joseph N.

1 unchanged sentence

(Principal Executive Officer)

November 14, 2023

Chief Financial Officer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information