PRECISION OPTICS CORPORATION, INC. Form 8-K Current Report Filed 2025-03-20

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 pursuant to Section 13(a) of the Exchange Act. ☐

On March 15, 2025, Peter Anania tendered his resignation from the Board of Directors (the “Board”) of Precision Optics Corporation, Inc. (the “Company”) retiring from the Board effective as of March 15, 2025.

On March 19, 2025, the Board appointed Joseph P. Pellegrino, Jr., 60 years old, to fill the vacancy on the Board created with Peter Anania’s retirement. From 2007 to his retirement on March 7, 2025, Mr. Pellegrino served as Chief Financial Officer of LeMaitre Vascular, Inc, a Nasdaq listed medical device company based in Burlington MA. He joined LeMaitre Vascular as their Executive Vice President, Finance in 2005. Mr. Pellegrino has served and continues to serve as a member of the Board of Directors of LeMaitre Vascular, Inc. beginning in October 2016. From 1997 to 2003, Mr. Pellegrino worked at Zoots, Inc., as Senior Vice President of Operations. Previously, Mr. Pellegrino built and sold a regional mall-based specialty retailing company. Mr. Pellegrino has also served as an investment banking analyst at Lehman Brothers, as part of their mergers and acquisitions group. Mr. Pellegrino received an A.B. in Economics from Harvard College and an M.B.A. from the Harvard Business School. Mr. Pellegrino brings extensive operational and financial knowledge and experience as Chief Financial Officer and Director of a publicly traded medical device company.

On March 19, 2025, the Board also appointed Mr. Pellegrino as Chair of the Audit Committee to serve with other Audit Committee members Mr. Peter Woodward and Andrew J. Miclot, and the Board appointed Buell Duncan, who was recently appointed to the Board on February 28, 2025, to the Compensation Committee to serve with Andrew J. Miclot, Chair of the Compensation Committee, and Peter Woodward, our Chairman of the Board.

In addition, on March 19, 2025, the Board awarded the following stock options to each of Mr. Pellegrino and Mr. Duncan (the “Director Grants”): (i) a stock option to purchase 30,000 shares of Common Stock at an exercise price of $4.71, with all of the underlying shares vested as of the date of grant, as a one-time grant for joining the Board of Directors and (ii) a stock option to purchase 15,000 shares of Common Stock at an exercise price of $4.71, with 7,500 of the underlying shares vesting on June 29, 2025 and 7,500 shares vesting on September 29, 2025, for services during April – September of 2025. Mr. Miclot also was awarded a stock option to purchase 5,000 shares of Common Stock at an exercise price of $4.71, with 2,500 shares of the underlying shares vesting on June 29, 2025 and 2,500 shares vesting on September 29, 2025, for services April - September of 2025 (the “Additional Director Grants”). The Director Grants and the Additional Director Grants were issued pursuant to the Company’s 2022 Equity Incentive Plan and form of stock option award agreement.

In connection with Mr. Pellegrino’s appointment to the Board, the Board has updated its Non-Employee Director Compensation Policy as follows, which each non-employee will be eligible to receive such awards: each non-employee director will receive an annual cash award of $20,000, Committee Members will receive an additional cash award of $5,000, Committee Chairs will receive an additional cash award of $5,000 and the Chairman of the Board will receive an additional cash award of $10,000, all payable quarterly in arrears, and an annual stock option grant of 30,000 shares to be granted on the second business day following the filing of the Company’s 10-Q reporting the Company’s first fiscal quarter results with 1/4 of the underlying shares vesting each quarter following the date of such grant.

The Company issued a press release on March 20, 2025 announcing the changes to the Board of Directors, which press release filed as Exhibit 99.1 is incorporated herein by reference.

On March 19, 2025, the Board approved an increase in Joseph Forkey’s, the Company’s CEO, annual base salary to $325,000 from $250,000, which increase shall become effective starting on March 20, 2025. The Board also granted to Mr. Forkey: (i) a stock option to purchase 80,000 shares of Common Stock at an exercise price of $4.71, with all of the underlying shares vesting on the date of grant (“Option Grant 1”), (ii) a stock option to purchase 120,000 shares of Common Stock at an exercise price of $4.71, with 40,000 of the underlying shares vesting on the first anniversary of the grant date, 40,000 of the underlying shares vesting on second anniversary of the grant date and the remainder of the underlying shares vesting on the third anniversary of the grant date (the “Option Grant 2”) provided that any unvested shares will become vested immediately prior to a Change in Control (as defined in the 2022 Equity Incentive Plan); and (iii) a stock grant of 20,000 shares, which was fully vested upon such grant (the “Stock Grant”). The Option Grant 1 was issued pursuant to the 2021 Equity Incentive Plan and form of option grant award agreement and the Option Grant 2 and Stock Grant were issued pursuant to the Company’s 2022 Equity Incentive Plan and form of option grant award agreement and stock award agreement.

On March 19, 2025, the Board also (i) granted a stock option to Wayne Coll, our Chief Financial Officer, to purchase 50,000 shares of Common Stock with an exercise price per share of $4.71, with 25,000 shares of the underlying shares vesting on the first anniversary of the date of grant, and the remaining vesting on the second anniversary of the date of grant, provided that any unvested shares will become vested immediately prior to a Change in Control (as defined in the 2022 Equity Incentive Plan) and (ii) granted a stock option to Mahesh Lawande, the Chief Operating Officer, to purchase 40,000 shares of Common Stock with an exercise price per share of $4.71, with 20,000 shares of the underlying shares vesting on the first anniversary of date of grant, and the remaining vesting on the second anniversary of the date of grant provided that any unvested shares will become vested immediately prior to a Change in Control (as defined in the 2022 Equity Incentive Plan). Mr Coll’s and Mr. Lawande’s stock options were issued pursuant to the 2022 Equity Incentive Plan and form of option grant award agreement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GARDNER, MA, March 20, 2025. Precision Optics Corporation, Inc. (NASDAQ: POCI), a leading designer and manufacturer of advanced optical instruments for the medical and defense/aerospace industries, is pleased to announce the appointment of Joseph P. “JJ” Pellegrino, Jr. to its Board of Directors. Mr. Pellegrino, who will also serve as Chairman of the Board’s Audit Committee, brings decades of operational and financial experience as well as an extensive knowledge of the medical device industry to the board.

Mr. Pellegrino most recently served as Chief Financial Officer of LeMaitre Vascular, Inc. (Nasdaq: LMAT), a provider of devices, implants and services for the treatment of peripheral vascular disease, from 2007 through March 7, 2025, and continues to serve as a member of their Board of Directors. Mr. Pellegrino joined LeMaitre Vascular as their Executive Vice President, Finance, in 2005. From 1997 to 2003, Mr. Pellegrino worked at Zoots, Inc., a consumer services company founded by the founders of Staples, Inc., where most recently he served as Senior Vice President of Operations. Previously, Mr. Pellegrino built and sold a regional mall-based specialty retailing company. Mr. Pellegrino has also served as an investment banking analyst at Lehman Brothers, as part of their mergers and acquisitions group. From 2017 to 2024, Mr. Pellegrino was a director of Access Vascular, Inc., a medical device company focused on venous access devices. Mr. Pellegrino received an A.B. in Economics from Harvard College and an M.B.A. from the Harvard Business School.

“We are excited to have JJ Pelegrino join the Precision Optics Board of Directors,” said Peter Woodward, Chairman of the Board of Precision Optics. “As a highly accomplished financial executive in the medical device industry, JJ infuses strategic financial leadership, operational discipline, and deep industry insights to the board to help drive sustainable growth, regulatory foresight, and scalable innovation. His record of success in building a company from early beginnings to significant scale and shareholder appreciation are directly relevant to us at Precision Optics."

In connection with Mr. Pellegrino’s appointment, Peter Anania has retired from the Board of Directors. Mr. Anania was initially appointed to Precision Optics’ Board in October 2021 in connection with the acquisition of Lighthouse Imaging. Mr. Anania was Lighthouse Imaging’s President and Chairman at the time of the acquisition.

“I want to thank Peter for his many contributions to the POC board. He was a great resource following the Lighthouse acquisition and has been a strong contributor since. We wish him well in the future,” Mr. Woodward stated.

Founded in 1982, Precision Optics is a vertically integrated optics company primarily focused on leveraging its proprietary micro-optics, 3D imaging and digital imaging technologies to the healthcare and defense/aerospace industries by providing services ranging from new product concept through mass manufacture. Utilizing its leading-edge in-house design, prototype, regulatory and fabrication capabilities as well as its Ross Optical division's high volume worldwide sourcing, inspecting and production resources, the Company is able to design and manufacture next-generation product solutions to the most challenging customer requirements. Within healthcare, Precision Optics enables next generation medical device companies around the world to meet the increasing demands of the surgical community who require more enhanced and smaller imaging systems for minimally invasive surgery as well as 3D endoscopy systems to support the rapid proliferation of surgical robotic systems. In addition to these next generation applications, Precision Optics has supplied top-tier medical device companies a wide variety of optical products for decades, including complex endocouplers and specialized endoscopes. The Company is also leveraging its technical proficiency in micro-optics to enable leading edge defense/aerospace applications which require the highest quality standards and the optimization of size, weight and power. For more information, please visit www.poci.com.

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyses made by the management of the Company in light of their respective experience and perception of historical trends, current conditions, and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including risks that the closing conditions for this offering will not be achieved, the demand for the Company's products, global supply chains and economic activity in general and other risks and uncertainties identified in the Company's filings with the SEC. Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.

Massachusetts	001-10647	04-2795294
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

22 East Broadway Gardner, Massachusetts		01440
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		POCI		The Nasdaq Stock Market

Exhibit No.		Exhibit Description
99.1		Press Release dated March 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	PRECISION OPTICS CORPORATION, INC.


Dated: March 20, 2025	By:	/s/ Joseph N. Forkey
	Name: Joseph N. Forkey Title: President

*NEWS RELEASE*	*POC25-0009*
FOR IMMEDIATE RELEASE	March 20, 2025

Cover	Mar. 15, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 15, 2025
Entity File Number	001-10647
Entity Registrant Name	PRECISION OPTICS CORPORATION, INC.
Entity Central Index Key	0000867840
Entity Tax Identification Number	04-2795294
Entity Incorporation, State or Country Code	MA
Entity Address, Address Line One	22 East Broadway
Entity Address, City or Town	Gardner
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01440
City Area Code	(978)
Local Phone Number	630-1800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	POCI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false