As filed with the Securities and Exchange Commission on March 19, 2025

Registration No. 333- 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Precision Optics Corporation, Inc. 2022 Equity Incentive Plan

(Full title of the plans)

Joseph N. Forkey

Chief Executive Officer

Precision Optics Corporation, Inc.

22 East Broadway

Gardner, Massachusetts 01440

(978) 630-1800

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Thomas S. Brennan

ArentFox Schiff LLP

800 Boylston Street, 32nd Floor

Boston, Massachusetts 02199

(617) 973-6197

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

STATEMENT PURSUANT TO GENERAL INSTRUCTION E
OF FORM S-8 “REGISTRATION OF ADDITIONAL SECURITIES”

The contents of the Registration Statement on Form S-8 (File No. 333-275180), filed by the Registrant with the Securities and Exchange Commission on October 26, 2023, registering shares of its Common Stock, par value $0.01 per share, issuable under the Plan, are hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

_____________________________

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Gardner, Commonwealth of Massachusetts, on March 19, 2025.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joseph N. Forkey or Wayne M. Coll as attorney-in-fact and agent, with full power of substitution and re-substitution, to sign on his or her behalf, individually and in any and all capacities, including the capacities stated below, any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Exhibit 5

March 19, 2025

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-1004

Re:       Precision Optics Corporation, Inc. – Registration of Common Stock on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), in connection with the Company’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the registration of 300,000 shares of the Company’s common stock, $0.01 par value per share (the “Stock”), issuable pursuant to the Precision Optics Corporation, Inc. 2022 Equity Incentive Plan, as amended (the “2022 Plan”).

We have examined and relied upon the originals or copies of such records, agreements, documents and other instruments and have made such inquiries of such officers and representatives of the Company as we have deemed relevant and necessary as the basis for the opinions set forth.  In such examination, we have assumed, without independent verification, the genuineness of all signatures (whether original or photostatic), the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies.  We have assumed, without independent verification, the accuracy of the relevant facts stated therein. We express no opinion herein with respect to the qualification of the shares of Stock under the securities or blue sky laws of any state or any foreign jurisdiction.

The opinions expressed in this letter concern only the effect of the laws of the Massachusetts Business Corporation Act as currently in effect, and we express no opinion on the law of any other jurisdiction. We assume no obligation to supplement this letter if any of the applicable laws change in any manner.

Based upon the foregoing, it is our opinion that those shares of Stock covered by the Registration Statement that are issued in accordance with the terms of the 2022 Plan, as applicable, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ ArentFox Schiff LLP

ARENTFOX SCHIFF LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Precision Optics Corporation, Inc. of our report dated September 30, 2024 relating to the consolidated financial statements of Precision Optics Corporation, Inc., which appears in Precision Optics Corporation, Inc.’s Annual Report on Form 10-K for the year ended June 30, 2024.

/S/ Stowe & Degon LLC

March 19, 2025

Westborough, Massachusetts

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

PRECISION OPTICS CORPORATION, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

(1) Pursuant to Rule 416(a) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Precision Optics Corporation, Inc. 2022 Equity Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s common stock.

(2) Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the $4.62 (high) and $4.43 (low) sales prices of the Registrant’s common stock as reported on The Nasdaq Capital Market on March 17, 2025, which date is within five business days prior to the date of filing of this Registration Statement.