Item 1. Financial Statements
Item 1. Financial Statements.
PRECISION OPTICS CORPORATION, INC.
BALANCE SHEETS
(UNAUDITED)
March 31,
June 30,
2026
2025
ASSETS
Current Assets:
Cash and cash equivalents
$ 10,680,046
$ 1,773,735
Accounts receivable, net of allowance for credit losses of $ 134,313 at March 31, 2026 and $ 80,192 at June 30, 2025
6,577,866
4,336,730
Inventories, net
3,702,461
3,562,112
Prepaid expenses
446,313
385,390
Total current assets
21,406,686
10,057,967
Fixed Assets:
Machinery and equipment
3,415,589
3,385,958
Leasehold improvements
1,225,401
871,356
Furniture and fixtures
615,723
538,428
Total fixed assets
5,256,713
4,795,742
Less—accumulated depreciation and amortization
4,388,000
4,261,950
Net fixed assets
868,713
533,792
Operating lease right-to-use asset
2,371,091
141,825
Patents, net
215,507
232,493
Goodwill
8,824,210
8,824,210
Total other assets
11,410,808
9,198,528
TOTAL ASSETS
$ 33,686,207
$ 19,790,287
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current portion of capital lease obligation
$ –
$ 27,368
Current maturities of long-term debt
577,898
577,898
Accounts payable
6,239,450
2,909,100
Contract liabilities
2,224,660
1,821,929
Accrued compensation and other
836,582
764,004
Current portion of operating lease liability
314,329
50,995
Total current liabilities
10,192,919
6,151,294
Long-term debt, net of current maturities
855,780
1,289,205
Operating lease liability, net of current portion
2,531,601
90,954
Total liabilities
13,580,300
7,531,453
Stockholders’ Equity:
Common stock, $ 0.01 par value: 50,000,000 shares authorized; issued and outstanding – 10,929,869 shares at March 31, 2026 and 7,714,701 at June 30, 2025
109,298
77,147
Additional paid-in capital
80,493,343
69,152,317
Accumulated deficit
( 60,496,734 )
( 56,970,630 )
Total stockholders’ equity
20,105,907
12,258,834
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 33,686,207
$ 19,790,287
The accompanying notes are an integral part of these
interim financial statements.
3
PRECISION OPTICS CORPORATION, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED
MARCH 31, 2026 AND 2025
(UNAUDITED)
Three Months
Ended March 31,
Nine Months
Ended March 31,
2026
2025
2026
2025
Revenues
$ 8,708,631
$ 4,185,968
$ 22,757,291
$ 12,909,928
Cost of Goods Sold
6,652,097
3,767,993
19,549,739
10,304,681
Gross Profit
2,056,534
417,975
3,207,552
2,605,247
Research and Development Expenses
267,319
211,242
828,733
929,648
Selling, General and Administrative Expenses
1,853,677
2,245,018
5,780,865
5,870,846
Total Operating Expenses
2,120,996
2,456,260
6,609,598
6,800,494
Operating Income
( 64,462 )
( 2,038,285 )
( 3,402,046 )
( 4,195,247 )
Interest Expense
( 35,116 )
( 58,476 )
( 115,353 )
( 182,442 )
Income before provision for income taxes
( 99,578 )
( 2,096,761 )
( 3,517,399 )
( 4,377,689 )
Provision for income taxes
8,705
–
8,705
–
Net Income
$ ( 108,283 )
$ ( 2,096,761 )
$ ( 3,526,104 )
$ ( 4,377,689 )
Loss Per Share:
Basic and Fully Diluted
$ ( 0.01 )
$ ( 0.30 )
$ ( 0.46 )
$ ( 0.67 )
Weighted Average Common Shares Outstanding:
Basic and Fully Diluted
7,794,263
6,917,281
7,740,834
6,491,687
The accompanying notes are an integral part of these
interim financial statements.
4
PRECISION OPTICS CORPORATION, INC.
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED
march 31,
2026 AND 2025
(UNAUDITED)
Nine Month Period Ended March 31, 2026
Number of
Shares
Common
Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Total
Stockholders’
Equity
Balance, July 1, 2025
7,714,701
$ 77,147
$ 69,152,317
$ ( 56,970,630 )
$ 12,258,834
Stock-based compensation
–
–
301,639
–
301,639
Net loss
–
–
–
( 1,637,030 )
( 1,637,030 )
Balance, September 30, 2025
7,714,701
77,147
69,453,956
( 58,607,660 )
10,923,443
Stock-based compensation
–
–
162,082
–
162,082
Issuance of common stock for employee services
5,528
55
24,945
–
25,000
Net loss
–
–
–
( 1,780,791 )
( 1,780,791 )
Balance, December 31, 2025
7,720,229
77,202
69,640,983
( 60,388,451 )
9,329,734
Issuance of common stock in public offering
3,194,444
31,944
10,598,734
–
10,630,678
Proceeds from exercise of stock option
13,628
136
( 136 )
–
–
Stock-based compensation
–
–
247,528
–
247,528
Issuance of common stock for employee services
1,568
16
6,234
–
6,250
Net loss
–
–
–
( 108,283 )
( 108,283 )
Balance, March 31, 2026
10,929,869
$ 109,298
$ 80,493,343
$ ( 60,496,734 )
$ 20,105,907
Nine Month Period Ended March 31, 2025
Number of
Shares
Common
Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Total
Stockholders’
Equity
Balance, July 1, 2024
6,073,939
$ 60,739
$ 61,197,433
$ ( 51,190,384 )
$ 10,067,788
Issuance of common stock in registered direct offering
265,868
2,659
1,201,883
–
1,204,542
Proceeds from exercise of stock option
10,363
104
26,896
–
27,000
Stock-based compensation
–
–
149,364
–
149,364
Net loss
–
–
–
( 1,311,247 )
( 1,311,247 )
Balance, September 30, 2024
6,350,170
63,502
62,575,576
( 52,501,631 )
10,137,447
Stock-based compensation
–
–
278,206
–
278,206
Issuance of common stock for consulting services
5,364
53
29,947
–
30,000
Net loss
–
–
–
( 969,681 )
( 969,681 )
Balance, December 31, 2024
6,355,534
63,555
62,883,729
( 53,471,312 )
9,475,972
Issuance of common stock in registered direct offering
1,272,500
12,725
5,052,869
–
5,065,594
Proceeds from exercise of stock option
13,162
132
18,118
–
18,250
Stock-based compensation
–
–
592,964
–
592,964
Issuance of common stock for consulting services and employees
25,051
250
121,448
–
121,698
Net loss
–
–
–
( 2,096,761 )
( 2,096,761 )
Balance, March 31, 2025
7,666,247
$ 76,662
$ 68,669,128
$ ( 55,568,073 )
$ 13,177,717
The accompanying notes are an integral part of these
interim financial statements.
5
PRECISION OPTICS CORPORATION, INC.
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
MARCH 31,
2026 AND 2025
(UNAUDITED)
Nine Months
Ended March 31,
2026
2025
Cash Flows from Operating Activities:
Net Loss
$ ( 3,526,104 )
$ ( 4,377,689 )
Adjustments to reconcile net loss to net cash used in operating activities -
Depreciation and amortization
214,948
159,844
Stock-based compensation expense
742,499
1,020,534
Non-cash interest expense
13,825
8,918
Non-cash operating lease expense
255,965
–
Loss on disposal of fixed assets
34,506
–
Changes in operating assets and liabilities -
Accounts receivable, net
( 2,241,136 )
120,438
Inventories, net
( 140,349 )
( 803,301 )
Prepaid expenses
( 60,923 )
( 27,160 )
Accounts payable
3,330,350
476,259
Contract liabilities
402,731
493,201
Accrued compensation and other
72,578
( 49,209 )
Net cash used in operating activities
( 901,110 )
( 2,978,165 )
Cash Flows from Investing Activities:
Purchases of fixed assets
( 349,750 )
( 180,985 )
Proceeds from sale of fixed assets
3,000
–
Additional/reclassification patent costs
( 1,889 )
31,148
Net cash used in investing activities
( 348,639 )
( 149,837 )
Cash Flows from Financing Activities:
Payments of capital lease obligations
( 27,368 )
( 32,257 )
Payments of long-term debt
( 447,250 )
( 149,230 )
Payment of debt modification costs
–
( 15,000 )
Payment on revolving line of credit
–
( 1,000,000 )
Proceeds from registered direct sale of common stock, net
–
6,270,136
Proceeds from public offering of common stock, net
10,630,678
–
Stock issued for services
–
151,698
Gross proceeds from the exercise of stock options
–
45,250
Net cash provided by (used in) financing activities
10,156,060
5,270,597
Net increase in cash and cash equivalents
8,906,311
2,142,595
Cash and cash equivalents, beginning of period
1,773,735
405,278
Cash and cash equivalents, end of period
$ 10,680,046
$ 2,547,873
Supplemental disclosure of cash flow information:
Operating right-of-use assets obtained in exchange for operating lease liabilities
$ 2,632,584
$ –
Lease improvements financed by landlord
$ 218,750
$ –
Issuance of common stock for employee services
$ 31,250
$ –
The accompanying notes are an integral part of these
interim financial statements.
6
PRECISION OPTICS CORPORATION, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Operations
These financial statements have been prepared by the
Company, without audit, and reflect normal recurring adjustments which, in the opinion of management, are necessary for a fair statement
of the results of the first nine months of the Company’s fiscal year 2026. These financial statements do not include all disclosures
associated with annual financial statements and, accordingly, should be read in conjunction with footnotes contained in the Company’s
financial statements for the fiscal year ended June 30, 2025, together with the Report of Independent Registered Public Accounting
Firm filed under cover of the Company’s 2025 Annual Report on Form 10-K, filed with the Securities and Exchange Commission
on September 29, 2025 , as amended by Amendment No. 1 on Form 10-K/A filed with the Securities and Exchange Commission on October 28,
2025.
Use of Estimates
The preparation of these financial statements requires
the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company
bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates.
Income (Loss) Per Share
Basic income (loss) per share is computed by dividing
net income or net loss by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per
share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period,
plus the number of potentially dilutive securities outstanding during the period such as stock options. For the three months and nine
months ended March 31, 2026, potentially dilutive securities outstanding have been excluded from the computations of weighted-average
shares outstanding because such securities have an antidilutive impact due to the net loss reported during those periods. The number of
shares issuable upon the exercise of outstanding stock options and warrants that were excluded from the computation of fully dilutive
weighted average shares outstanding was approximately 1,826,791 for the three and nine months ended March 31, 2026.
The following is the calculation of income (loss) per share for the three
months and nine months ended March 31, 2026 and 2025:
Schedule of income (loss) per share
Three Months
Ended March 31,
Nine Months
Ended March 31,
2026
2025
2026
2025
Net Loss Basic and Fully Diluted
$ ( 108,283 )
$ ( 2,096,761 )
$ ( 3,526,104 )
$ ( 4,377,689 )
Weighted Average Shares Outstanding
Basic and Fully Diluted
7,794,263
6,917,281
7,740,834
6,491,687
Income (Loss) Per Share – Basic and Fully Diluted
$ ( 0.01 )
$ ( 0.30 )
$ ( 0.46 )
$ ( 0.67 )
7
Significant Customers and Concentration of Credit Risk
Financial instruments that subject the Company to
credit risk consist primarily of cash equivalents and trade accounts receivable. The Company places its investments with highly rated
financial institutions. The Company has not experienced any losses on these investments to date.
The allowance for credit losses was $ 134,313 at March
31, 2026, and $ 66,833 at March 31, 2025.
Schedule of allowance for credit losses
Nine Months Ended March 31,
2026
2025
Allowance for credit losses, beginning of period
$ 80,192
$ 118,872
Change in the provision for expected credit losses
61,199
( 52,039 )
Write-offs charged against the allowance
( 7,078 )
–
Allowance for credit losses, end of period
$ 134,313
$ 66,833
During the nine months ended March 31, 2026, the Company
increased the credit loss reserve by approximately $ 54,000 . Management believes the allowance for credit losses, which is established
based upon review of specific account balances and historical experience, is adequate at March 31, 2026.
Income Taxes
Income taxes are accounted for under the asset and
liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the enactment date.
In assessing the likelihood of utilization of existing
deferred tax assets, management has considered the historical results of operations and the current operating environment. Based on this
evaluation, a full valuation reserve has been provided for the deferred tax assets.
Segment Reporting
Operating segments are identified as components of
an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or
decision-making group, in making decisions about how to allocate resources and assess performance. The Company’s chief decision-maker
is its Chief Executive Officer. To date, the Company has viewed its operations and manages its business as principally one segment. The
chief operating decision maker assesses performance for the single reporting segment and decides how to allocate resources based on revenues,
gross profit, and net income (loss) that also is reported on the income statement as revenues, gross profit, and net income (loss). The
measure of segment assets is reported on the balance sheet as total assets.
Recent Accounting Pronouncements
In December 2025, the FASB issued ASU 2025-10, Government
Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). ASU 2025-10 adds guidance
on the recognition, measurement and presentation of government grants. ASU 2025-10 is effective for fiscal years beginning after December
15, 2028, including interim periods within those fiscal years, and permits modified prospective, modified retrospective, or full retrospective
adoption. The Company has elected to early adopt the guidance effective for the fiscal year ended June 30, 2026.
8
Government Grants
The Company recognizes grants or subsidies from governments
and other organizations as a receivable when it is probable that the Company will comply with any conditions associated with the grant
arrangement and the grant will be received. The Company evaluates the conditions of each grant as of each reporting period to determine
whether it is probable that the Company has met the conditions of each grant arrangement. Grants are recognized in the statements of operations
on a systematic basis over the periods in which the Company recognized the related costs for which the grant is intended to compensate.
The Company records grant receivables in the balance sheets in accounts receivable or other non-current assets, depending on when the
amounts are expected to be received from the government agency.
During the quarter ended March 31, 2026, the Company
recognized a reduction to expense of $ 224,544 related to grants within the statements of operations, all in cost of goods sold. As of
March 31, 2026, the Company has $ 224,544 recorded as a government receivable, included in accounts receivable, which relates to personnel,
direct costs and operating expenses to be reimbursed and received as cash. As of March 31, 2025, the Company had no government receivable.
Derivative Financial Instruments
The Company evaluates warrants and other financial instruments to
determine whether such instruments or embedded features qualify as derivatives to be accounted for separately in accordance with ASC 480,
Distinguishing Liabilities from Equity , and ASC 815, Derivatives and Hedging . Warrants that do not meet the criteria for
equity classification are recorded as liabilities at fair value and are remeasured at each reporting date until exercised, expired, modified,
or otherwise settled. Changes in the fair value of warrant liabilities are recognized in other income (expense), net in the statements
of operations.
Warrants that meet the criteria for equity classification, including
the scope exception under ASC 815-10-15-74(a), are classified within stockholders’ equity and are not subsequently remeasured as
long as the conditions for equity classification continue to be met.
The Company reassesses the classification of warrants at each reporting
date. As of March 31, 2026, the Company determined that all outstanding warrants qualified for equity classification.
Goodwill and Patents
Long-lived assets such as goodwill and patents are
capitalized when acquired and reviewed for impairment whenever events or changes in circumstances indicate that the book value of the
asset may not be recoverable. Impairment of the carrying value of long-lived assets such as goodwill and patents would be indicated if
the best estimate of future undiscounted cash flows expected to be generated by the asset grouping is less than its carrying value. If
an impairment is indicated, any loss is measured as the difference between estimated fair value and carrying value and is recognized in
operating income or loss. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
No such impairments of goodwill or patents have been estimated by management as of March 31, 2026. Amortization expense for the nine months
ended March 31, 2026 and 2025 was $ 18,875 and $ 0 , respectively.
9
2.
INVENTORIES
Inventories are stated at the lower of cost (first-in,
first-out) or market and consist of the following:
Schedule of inventories
March 31,
2026
June 30,
2025
Raw Materials
$ 1,879,736
$ 1,799,624
Work-In-Progress
579,589
598,720
Finished Goods
1,243,136
1,163,768
Total Inventories (Net)
$ 3,702,461
$ 3,562,112
The inventory reserve was $ 409,999 and $ 272,894 at March 31, 2026 and June
30, 2025, respectively.
3.
BANK FINANCING ACTIVITIES
Bank Line of Credit
On October 4, 2021, the Company entered into a Loan
Agreement with Main Street Bank of Marlborough, Massachusetts (the “Lender”), which provided for a $ 2,600,000 Term Loan and
a $ 250,000 Revolving Line of Credit Loan Facility (the “Revolver”), which was increased to $ 500,000 effective May 17, 2022,
and $ 1,250,000 effective June 2, 2023. Borrowings under the Revolver are limited by the borrowing base comprised of a percentage of accounts
receivable and inventory and secured by all assets of the Company. Borrowings under the Revolver bear interest payable monthly at the
prime lending rate plus 1.5% per annum and shall not be less than 4.75% per annum. Borrowings under the Revolver are due upon demand.
There were no borrowings under the Revolver at March 31, 2026.
The Company’s Loan Agreement with the Lender
contains a minimum annual debt service coverage ratio covenant of 1.2x. The Company did not meet this annual debt service coverage ratio
for the fiscal year ended June 30, 2024. The Company’s Lender agreed to waive compliance with such debt service ratio covenant for
the period ending June 30, 2024. In addition to such waiver, the Lender and the Company entered into an amendment dated September 30,
2024 to that certain Term Loan dated October 4, 2021, as amended and that certain Promissory Note dated June 2, 2023 (collectively, the
“Notes”) which amendments provided for a six-month period of interest only payments from October 15, 2024 through March 15,
2025 for the Notes. The Company commenced payments of principal and interest under the Notes beginning with the payments due on April
15, 2025, with a new amortization schedule for the remaining term for such Notes through their maturity date. On February 14, 2025, the
Lender agreed to waive compliance with the annual debt service coverage ratio covenant for the fiscal year ending June 30, 2025, subject
to a $30,000 waiver fee and the completion of an equity raise of at least $4,500,000 by February 24, 2025, which the Company satisfied
on February 21, 2025. Any future advances are contingent on the Company achieving a minimum Debt Service Coverage ratio of 1.20x based
on quarterly testing, which the Company was not in compliance with as of March 31, 2026.
There were no other changes to or modifications to
the Loan Agreement or the Notes.
10
Long-Term Debt
Long-term debt consists of the following at March
31, 2026:
Schedule of long-term debt
Amount
Term Loan Note payable to Main Street Bank with monthly principal payments of $ 35,271 , excluding six months in Fiscal 2025, plus interest at a fixed rate of 7.0 % per annum. Secured by all assets of the Company, and subject to certain periodic reporting to the bank and other conditions including an annual minimum EBITDA plus stock-based compensation to debt service coverage ratio of 1.20:1 commencing with the fiscal year ending June 30, 2023. The Term Loan Note matures on October 15, 2028 .
$ 1,093,411
Permanent Working Capital Loan payable to Main Street Bank with monthly principal payments of $ 14,423 , excluding six months in Fiscal 2025, plus interest at a fixed rate of 8.625 % per annum. Secured by all assets of the Company, and subject to certain periodic reporting to the bank and other conditions including an annual minimum EBITDA plus stock-based compensation to debt service coverage ratio of 1.20:1 commencing with the fiscal year ending June 30, 2023. The Permanent Working Capital Loan matures on June 15, 2028 .
389,423
Less current maturities
( 577,898 )
Less debt issuance and modification costs, net of accumulated amortization of $ 43,581
( 49,156 )
Long-term debt, net of current maturities and debt issuance costs
$ 855,780
At March 31, 2026 principal payments due on the Term Loan Notes payable
are as follows:
Schedule of principal payments due on term loan note payable
Fiscal Year Ending June 30:
2026
$ 149,083
2027
596,333
2028
596,333
2029
141,085
Total long-term debt
$ 1,482,834
4.
LEASE OBLIGATIONS
In March 2021 the Company entered into a five-year
capital lease in the amount of $ 161,977 and in January 2020, the Company entered into a five-year capital lease for $ 47,750 , both for
manufacturing equipment. The fixed assets under capital lease obligations have been fully paid as of March 31, 2026.
On July 1, 2019 the Company entered into a three-year
operating lease for its facility in El Paso, Texas, and in February 2022 the Company entered into an extension of the lease for an additional
three years through June 2025. In May 2025, this lease was extended for an additional three years through May 2028. Remaining minimum
lease payments at March 31, 2026 total $ 111,115 . Total lease costs including base rent and common area expenses was $ 59,506 and $ 49,808
during the nine months ending March 31, 2026 and 2025, respectively. Included in the accompanying balance sheet at March 31, 2026 is a
right-of-use asset of $ 100,030 and current and long-term operating lease liabilities of $ 43,468 and $ 57,805 , respectively.
On May 15, 2025 the Company entered into an eight-year
lease in South Portland, Maine with two five-year extension options. Remaining minimum lease payments at March 31, 2026 total $ 1,079,575 .
Total lease costs including base rent and common area expenses was $ 130,645 during the nine months ending March 31, 2026. The amount of
variable lease payments is immaterial. Included in the accompanying balance sheet at March 31, 2026 is a right-of-use asset of $ 533,254
and current and long-term operating lease liabilities of $ 68,798 and $ 724,863 , respectively. The applicable discount rate utilized for
this lease at commencement was 9.0 %.
11
On June 2, 2025 the Company entered into a seven-year
operating lease in Littleton, Massachusetts with two five-year extension options.
Remaining minimum lease payments at March 31, 2026
total $ 2,588,721 . Total lease costs including base rent and common area expenses was $ 213,189 during the nine months ending March 31,
2026. The amount of variable lease payments is immaterial. Included in the accompanying balance sheet at March 31, 2026 is a right-of-use
asset of $ 1,737,807 and current and long-term operating lease liabilities of $ 202,063 and $ 1,748,933 , respectively. The applicable discount
rate utilized for this lease at commencement was 9.0 %.
At March 31, 2026 future minimum lease payments under
operating lease obligations are as follows:
Schedule of future minimum lease payments under operating lease obligations
Fiscal Year Ending June 30:
Amounts
2026
$ 135,599
2027
555,198
2028
567,327
2029
535,107
2030
551,240
2031 and thereafter
1,434,940
Total minimum payments
3,779,411
Less: amount representing interest
933,481
Present value of minimum lease payments
2,845,930
Less: current portion
314,329
Future minimum long-term lease liability
$ 2,531,601
The Company’s four facilities in Gardner, Massachusetts,
which are used for offices, production and storage spaces are leased primarily on a tenant-at-will basis. Rent expense on these operating
leases was $ 158,270 and $ 156,143 for the nine months ended March 31, 2026, and 2025, respectively.
5.
STOCK-BASED COMPENSATION
Stock Options
The following table summarizes stock-based compensation
expense for the three and nine months ended March 31, 2026 and 2025:
Schedule of stock-based compensation expense
Three Months
Ended March 31,
Nine Months
Ended March 31,
2026
2025
2026
2025
Cost of Goods Sold
$ 34,874
$ 36,333
$ 95,273
$ 114,785
Selling, General and Administrative
212,654
526,631
615,976
905,749
Stock Based Compensation Expense
$ 247,528
$ 562,964
$ 711,249
$ 1,020,534
No compensation has been capitalized because such
amounts would have been immaterial. There was $ 6,250 in common stock issued for employee services for the three months ended March 31,
2026 and $ 31,250 for the nine months ended March 31, 2026, respectively.
12
The following tables summarize stock option activity
for the nine months ended March 31, 2026:
Schedule of stock option activity
Options Outstanding
Number of
Shares
Weighted Average
Exercise Price
Weighted Average
Contractual Life
Outstanding at June 30, 2025
1,623,576
$ 4.85
7.15 years
Granted
187,096
4.17
–
Cancelled, forfeited, or expired
( 143,603 )
4.80
–
Outstanding at March 31, 2026
1,667,069
$ 4.78
6.75 years
The aggregate intrinsic value of the Company’s
in-the-money outstanding and exercisable options as of March 31, 2026 were both $ 509,147 .
6.
CAPITAL STOCK
On March 27, 2026, the Company entered into an underwriting agreement
for a public offering of 2,777,777 shares of common stock at a price of $ 3.60 per share. The underwriter exercised its over-allotment
option in full at closing, resulting in 3,194,444 total shares issued. The offering closed on March 30, 2026. Net proceeds after underwriting
discounts, commissions, and offering expenses were $ 10,630,678 . The Company intends to use the net proceeds for working capital and general
corporate purposes.
7.
STOCK WARRANTS
In connection with the public offering that closed on March 30, 2026,
the Company issued to the underwriter warrants to purchase 159,722 shares of common stock at an exercise price of $ 4.21 per share. The
warrants are immediately exercisable and expire on March 27, 2031 . Each warrant is exercisable for one share of common stock.
The warrants were classified as equity instruments under ASC 815-40,
as the warrants are indexed to the Company's own common stock and may be settled in shares at the Company's option without any obligation
to net cash settle under any circumstances.
The fair value of the warrants on the issuance date of March 30,
2026 was approximately $ 342,687 , determined using a Black-Scholes option pricing model with the following assumptions: stock price $ 4.20 ,
exercise price $ 4.21 , expected term of approximately 5 years, expected volatility of 54.8 %, risk-free interest rate of 3.9 %, and dividend
yield of 0 %. The fair value was recorded as an additional issuance cost and recognized as a reduction to additional paid-in capital, with
an offsetting credit to additional paid-in capital — warrants outstanding. The net impact on total stockholders' equity was zero.
As of March 31, 2026, all 159,722 warrants remain outstanding and
unexercised.
13
8.
REVENUE RECOGNITION
The Company determines revenue recognition for arrangements
that we determine are within the scope of Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,”
or ASC 606, by performing the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations
in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract;
and (v) recognize revenue when, or as, the Company satisfies the performance obligations. At contract inception, once the contract is
determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract and determine those
that are performance obligations and assesses whether each promised good or service is distinct based on the contract.
The Company disaggregates revenues by product and service types as it believes
this best depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. Revenues
are comprised of the following for the three and nine months ended March 31, 2026 and 2025:
Schedule of disaggregation of revenues
Three Months
Ended March 31,
Nine Months
Ended March 31,
2026
2025
2026
2025
Engineering Design Services
$ 1,059,671
$ 868,924
$ 2,678,211
$ 3,882,088
Systems Manufacturing
6,188,594
2,019,596
16,242,332
4,900,911
Micro Optics Lab
137,500
497,779
409,204
1,355,710
Ross Optical Industries
1,322,866
799,669
3,427,544
2,771,219
Total Revenues
$ 8,708,631
$ 4,185,968
$ 22,757,291
$ 12,909,928
Other selling costs to obtain and fulfill contracts
are expensed as incurred due to the short-term nature of a majority of contracts. The Company extends terms of payment to its customers
based on commercially reasonable terms for the markets of its customers, while also considering their credit quality. Shipping and handling
costs charged to customers are included in revenue.
Revenue recognition policies for each of the four
product and service types appear below.
Engineering Design Services
The Company enters into contractual agreements with
its customers, including design services agreements, statements of work and receive purchase orders for development projects. These agreements
provide costs on an estimated basis for the services the Company has agreed to provide. Engineering Design Services are rendered on a
time and materials basis. The Company recognizes revenue as customers are invoiced for the actual engineering services provided in the
period. Revenue is also recognized on materials purchased for development projects at the time of receipt. Engineering Design Services
are provided on a best-efforts basis; no warranty is provided as there is no guarantee that the work will result in the attainment of
the customer’s project objectives. The Company may obtain customer deposits in advance of rendering engineering design services.
Customer deposits are treated as contractual liabilities until the terms of customer agreements are satisfied and are not a component
of revenue.
14
Systems Manufacturing, Micro Optics Laboratory,
Ross Optical Industries
The Company provides fixed price quotations to its
customers and requires purchase orders for items manufactured and distributed through the Systems Manufacturing, Micro Optics Laboratory
and Ross Optical Industries business units. Revenue is recognized at the time title passes to the customer based on the Company’s
review of the customer contract, generally at the time of shipment from the Company’s facilities. Occasionally the Company may enter
into “bill and hold” contractual arrangements where title is held by its customers while goods are stored at the Company’s
facilities for the customer’s convenience.
Contract Assets and Liabilities
The nature of the Company’s products and services
does not generally give rise to contract assets as it typically does not incur costs to fulfill a contract before a product or service
is provided to a customer. The Company’s costs to obtain contracts are typically in the form of sales commissions paid to employees.
The Company has elected to expense sales commissions associated with obtaining a contract as incurred as the amortization period is generally
less than one year. These costs have been recorded in selling, general and administrative expenses. As of March 31, 2026, there were
no contract assets recorded in the Company’s Balance Sheets.
The Company’s contract liabilities arise from
unearned revenue received from customers at inception of contracts or where the timing of billing for services precedes satisfaction of
our performance obligations. The Company generally satisfies performance obligations within one year from the contract’s inception
date.
Contract liabilities, which are recorded in the Company’s Balance
Sheets, and unearned revenue are comprised of the following:
Schedule of contract liabilities
Three Months
Ended March 31,
Nine Months
Ended March 31,
2026
2025
2026
2025
Contract liabilities, beginning of period
$ 1,976,816
$ 1,417,933
$ 1,821,929
$ 1,172,350
Unearned revenue received from customers
347,273
305,246
1,747,521
1,138,574
Revenue recognized
( 99,429 )
( 57,628 )
( 1,344,790 )
( 645,373 )
Contract liabilities, end of period
$ 2,224,660
$ 1,665,551
$ 2,224,660
$ 1,665,551
15
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.