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Item 9A. Controls and Procedures

2026-09-28 compared with 2025-09-29 · 79 added, 107 removed, 132 unchanged (58% of the section changed)

27 unchanged sentences

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

Our loan agreement contains a minimum annual debt

service coverage ratio covenant of 1.2x, for the period ending June 30, 2026.

We did not meet this annual debt service coverage ratio

as of June 30, 2026.

Our lender has agreed to waive compliance with the debt service ratio covenant for the period ending June 30, 2026.

In addition to the waiver, we have entered into amendments with our lender and modified the Company’s credit arrangements to eliminate

the debt service coverage ratio covenant and replace it with a minimum liquidity covenant of $2.0 million, retain the existing term note,

and provide the Company access to $750,000 of availability under its revolving line of credit, subject to borrowing-base requirements

and a $5,000 waiver fee.

The lender further agreed to expand availability under the revolving line of credit to $1,250,000 upon attaining

a DSCR of 1.2x.

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

28 unchanged sentences

Statements of Operations for the years ended June 30, 2026 and 2025

Statements of Stockholders’ Equity for the years

ended June 30, 2025 and 2024

Statements of Cash Flows for the years ended June 30,

2025 and 2024

Statements of Stockholders’ Equity for the years ended June 30, 2026 and 2025

Statements of Cash Flows for the years ended June 30, 2026 and 2025

Notes to Financial Statements

4 unchanged sentences

in this report.

Articles of Organization of Precision Optics Corporation, Inc.

as Exhibit 3.1 to the Form 10-K filed September 28, 2023, and incorporated herein by reference).

and Restated Bylaws of Precision Optics Corporation, Inc.

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 Amended Articles of Organization as filed with the Commonwealth of Massachusetts on October 24, 2022;

of Amendment as filed with the Commonwealth of Massachusetts on October 26, 2022, to override the earlier amendment (included

as Exhibit 3.1 to the Current Report on Form 8-K filed November 2, 2022, and incorporated herein by reference).

of Amendment to the Amended Articles of Organization as filed with the Commonwealth of Massachusetts on October 27, 2022, to set

revised effective date of reverse stock split (included

as Exhibit 3.2 to the Current Report on Form 8-K filed November 2, 2022, and incorporated herein by reference).

Form of Common Stock Certificate (incorporated by

reference from Exhibit 4.1 to the annual report on Form 10-K filed on September 30, 2024).

Description of Securities (incorporated by reference from

Exhibit 4.2 to the annual report on Form 10-K filed on September 30, 2024)

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).

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).

Articles of Amendment to the Amended Articles of Organization as filed with the Commonwealth of Massachusetts on October 24, 2022;

and Articles of Amendment as filed with the Commonwealth of Massachusetts on October 26, 2022, to override the earlier amendment (included as Exhibit 3.1 to the Current Report on Form 8-K filed November 2, 2022, and incorporated herein by reference).

Articles of Amendment to the Amended Articles of Organization as filed with the Commonwealth of Massachusetts on October 27, 2022, to set revised effective date of reverse stock split (included as Exhibit 3.2 to the Current Report on Form 8-K filed November 2, 2022, and incorporated herein by reference).

Form of Common Stock Certificate (incorporated by reference from Exhibit 4.1 to the annual report on Form 10-K filed on September 30, 2024).

Description of Securities (incorporated by reference from Exhibit 4.2 to the annual report on Form 10-K filed on September 30, 2024)

Precision Optics Corporation, Inc.

4 unchanged sentences

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).

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.

7 unchanged sentences

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.

4 unchanged sentences

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).

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).

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).

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

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).

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).

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).

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).

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).

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).

to Employment Agreement by and between Precision Optics Corporation, Inc.

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).

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).

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).

Modification to Employment Agreement by and between Precision Optics Corporation, Inc.

and Jeffrey L.

DiRubio dated June 29, 2024 (included

as Exhibit 10.1 to the current report on Form 8-K filed on July 3, 2024, and incorporated herein by reference).

Agreement by and between Precision Optics Corporation, Inc.

DiRubio dated June 29, 2024 (included as Exhibit 10.1 to the current report on Form 8-K filed on July 3, 2024, and incorporated herein by reference).

Consulting Agreement by and between Precision Optics Corporation, Inc.

and Jeffrey L.

DiRubio dated June 29, 2024 (included

as Exhibit 10.2 to the current report on Form 8-K filed on July 3, 2024, and incorporated herein by reference).

of Securities Purchase Agreement for August 13, 2024 securities offering (included

as Exhibit 10.1 to the current report on Form 8-K filed on August 14, 2024, and incorporated herein by reference).

Agency Agreement between Precision Optics Corporation, Inc and A.G.P./Alliance Global Partners (included

as Exhibit 10.2 to the current report on Form 8-K filed on August 14, 2024, and incorporated herein by reference).

DiRubio dated June 29, 2024 (included as Exhibit 10.2 to the current report on Form 8-K filed on July 3, 2024, and incorporated herein by reference).

Modification and Amendment of Term Note dated September 30, 2024 by and between Precision Optics Corporation, Inc.

and Main Street Bank

(incorporated by reference from Exhibit 10.30 to the annual

report on Form 10-K filed on September 30, 2024)

and Main Street Bank (incorporated by reference from Exhibit 10.30 to the annual report on Form 10-K filed on September 30, 2024)

Modification and Amendment of Promissory Note dated September 30, 2024 by and between Precision Optics Corporation, Inc.

and Main Street Bank

(incorporated by reference from Exhibit 10.31 to the annual

report on Form 10-K filed on September 30, 2024)

Form of Securities Purchase Agreement dated February 19, 2025 (incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed on February

and Main Street Bank (incorporated by reference from Exhibit 10.31 to the annual report on Form 10-K filed on September 30, 2024)

Waiver Letter from Main Street Bank dated February 14, 2025 (incorporated by reference from Exhibit 10.2 to the current report on Form 8-K filed on February 20, 2025)

First Lease Extension Agreement, dated May 13, 2025, by and between Texzona Industries, Inc and Precision Optics Corporation, Inc.

(incorporated by reference from

Exhibit 10.1 to the current report on Form 8-K filed on May 19, 2025)

(incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed on May 19, 2025)

Lease, dated May 14, 2025, by and between 400 Southborough, LLC and Precision Optics Corporation, Inc.

(incorporated by reference from Exhibit 10.1 to the current

report on Form 8-K filed on May 20, 2025)

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).

Insider Trading Policy (incorporated by reference from

Exhibit 19.1 to the annual report on Form 10-K filed on September 30, 2024)

(incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed on May 20, 2025)

Modification Agreement dated October 2, 2025 by and between Precision Optics Corporation, Inc.

and Mahesh Lawande.

(incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed on October 3, 2025)

Employment Agreement dated September 29, 2025 by and between Precision Optics Corporation, Inc.

and Joseph W.

Traut (incorporated by reference from Exhibit 10.2 to the current report on Form 8-K filed on October 3, 2025)

Non-Competition Agreement dated September 29, 2025 by and between Precision Optics Corporation, Inc.

and Joseph W.

Traut (incorporated by reference from Exhibit 10.3 to the current report on Form 8-K filed on October 3, 2025)

Stock Option Agreement made effective as of October 1, 2025 by and between Precision Optics Corporation, Inc.

and Joseph Traut (incorporated by reference from Exhibit 10.4 to the Form 10-Q filed on November 13, 2025)

Precision Optics Corporation, Inc.

2022 Equity Incentive Plan (incorporated by reference from Exhibit 10.1 to the Form S-8 filed on December 3, 2025)

Underwriting Agreement, dated March 27, 2026, between Precision Optics Corporation, Inc.

and Lucid Capital Markets, LLC (incorporated by reference from Exhibit 1.1 to the current

report on Form 8-K filed on March 30, 2026)

Form of Representative Warrant (incorporated by reference from Exhibit 4.1 to the current report on Form 8-K filed on March 30, 2026)

Third Amendment to Loan Agreement dated September 25, 2026, by and between Precision Optics Corporation, Inc.

and Main Street Bank

Waiver Letter from Main Street Bank dated September 25, 2026

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).

Insider Trading Policy (incorporated by reference from Exhibit 19.1 to the annual report on Form 10-K filed on September 30, 2024)

Consent of Independent Registered Public Accounting Firm.

4 unchanged sentences

Precision Optics, Corporation, Inc.

Restatement Recoupment Policy (incorporated

by reference from Exhibit 97.1 to the annual report on Form 10-K filed on September 30, 2024)

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