POCI 8-K
Precision Optics Corporation, Inc. (POCI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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| Item 2.02. | Results of Operations and Financial Condition. |
On September 28, 2026, Precision Optics Corporation, Inc. (the “Company”) issued a press release reporting its financial and operating results for the fourth quarter and fiscal year 2026 with financial guidance for fiscal year 2027 (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
None of the information furnished in this Item 2.02 will be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor will it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”).
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Earnings Release issued by Precision Optics Corporation, Inc., dated September 28, 2026. | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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.
| PRECISION OPTICS CORPORATION, INC. | ||
| Dated: September 28, 2026 | By: | /s/ Joseph N. Forkey |
| Name: Joseph N. Forkey Title: President | ||
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Exhibit 99.1
 |
PRECISION OPTICS CORPORATION 550 King Street, Bldg. A, Suite 100 Littleton, MA 01460 978 / 630-1800 |
| NEWS RELEASE | POC26-0012 |
| FOR IMMEDIATE RELEASE | Monday, September 28, 2026 |
Precision Optics Reports Fourth Quarter and Fiscal Year 2026 Financial Results
Conference Call Scheduled for Today, September 28, 2026, at 5:00 p.m. ET
LITTLETON, MA, September 28, 2026. Precision Optics Corporation, Inc. (NASDAQ: POCI), a leading designer and manufacturer of advanced optical instruments for the medical and defense/aerospace industries, today announced financial results for its fourth quarter and fiscal year ended June 30, 2026.
Q4 2026 Financial Highlights (3 Months Ended June 30, 2026)
| • | Revenue was $8.8 million, a quarterly record, compared to $6.2 million in the same quarter of the previous fiscal year, representing growth of approximately 42%, and compared to $8.7 million in the most recent sequential quarter. | |
| • | Production revenue was $8.0 million, a quarterly record, compared to $5.1 million in the same quarter of the previous fiscal year, representing growth of approximately 57%, and compared to $7.6 million in the most recent sequential quarter. | |
| • | Gross margin was 25.3% compared to 13.0% in the same quarter of the previous fiscal year and compared to 23.6% in the most recent sequential quarter. | |
| • | Net loss for the quarter was $(0.1) million, compared to a net loss of $(1.4) million in the same quarter of the previous fiscal year and a net loss of $(0.1) million in the most recent sequential quarter. | |
| • | Adjusted EBITDA was $0.4 million for the quarter compared to $(0.9) million in the same quarter of the previous fiscal year and $0.3 million in the most recent sequential quarter. |
FY 2026 Financial Highlights (Year Ended June 30, 2026)
| • | Revenue was $31.5 million, a fiscal year record, compared to $19.1 million in the previous fiscal year, representing growth of approximately 65%. | |
| • | Production revenue doubled to $28.1 million compared to $14.2 million in the previous fiscal year. | |
| • | Gross margin was 17.2% compared to 17.8% in the previous fiscal year. | |
| • | Net loss for the fiscal year declined to $(3.6) million, or $(0.43) per share, from $(5.8) million, or $(0.85) per share, in the previous fiscal year. | |
| • | Adjusted EBITDA was $(2.1) million for the fiscal year compared to $(3.7) million in the previous fiscal year, an improvement of approximately $1.6 million. | |
| • | Cash and cash equivalents were $9.8 million at June 30, 2026, compared to $1.8 million at June 30, 2025. |
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Recent Additional Highlights
| • | Achieved record quarterly revenue from the Company’s existing top-tier aerospace customer and continued strong production of its single-use cystoscopy surgery system. | |
| • | Continued ramping production under the previously announced $3.5 million follow-on order for the single-use ophthalmic program. | |
| • | Received a $1.3 million follow-on production order from a large defense company. | |
| • | Recently announced an initial engineering order from a U.S. space technology company. | |
| • | Continued strengthening the Company’s leadership team with the appointment of Peter Thier as Senior Vice President of Sales and Marketing. |
FY 2027 Financial Guidance (Year Ending June 30, 2027)
| • | The Company expects fiscal year 2027 revenue to be in the range of $30 million to $33 million, similar to fiscal year 2026. The outlook reflects a pause in demand from the Company’s existing satellite customer with growth in single-use medical device programs, renewed defense production, additional programs transitioning into production and new engineering engagements expecting to partly offset this reduction. The Company expects a stronger second half of the year as orders are expected to resume from the existing satellite customer. | |
| • | The Company expects fiscal year 2027 Adjusted EBITDA to be in a range of $(1.2) million to $(1.7) million. |
“Fiscal 2026 was a year of transformation for Precision Optics, and our fourth-quarter results demonstrate the progress we have made. We delivered record quarterly revenue, and a second consecutive quarter of positive Adjusted EBITDA, closing a year in which revenue grew 65%,” said Joe Forkey, CEO of Precision Optics. “Our fiscal 2027 revenue guidance is significantly impacted by the temporary pause in production with our existing satellite customer. As that customer resumes orders and we execute on growing existing and new customers, we anticipate returning to record quarterly revenue levels in the second half of the fiscal year. We believe there is a significant market opportunity, and we will continue to invest in capabilities, capacity and market penetration.”
“Rebuilding our product development pipeline is a priority led by our new SVP of Sales and Marketing. We received an initial engineering order from a second satellite customer. Although it is still early, we see the potential to build another meaningful, long-term production relationship.”
The following table summarizes the fourth quarter and fiscal year results for the periods ended June 30, 2026 and 2025. Fourth-quarter results are unaudited.
| Three Months Ended June 30 2026 |
Three Months Ended June 30 2025 |
Year Ended June 30 2026 |
Year Ended June 30 2025 | |
| Revenues | $8,774,474 | $6,181,342 | $31,531,765 | $19,091,269 |
| Cost of goods sold | 6,550,806 | 5,382,155 | 26,100,545 | 15,686,836 |
| Gross profit | 2,223,668 | 799,187 | 5,431,220 | 3,404,433 |
| Total operating expenses | 2,330,228 | 2,155,229 | 8,939,828 | 8,955,724 |
| Operating income (loss) | (106,560) | (1,356,042) | (3,508,608) | (5,551,291) |
| Interest income (expense), net | (971) | (44,577) | (116,325) | (227,019) |
| Income (loss) before income taxes | (107,531) | (1,400,619) | (3,624,933) | (5,778,310) |
| Income tax expense (benefit) | (3,744) | 1,936 | 4,958 | 1,936 |
| Net Loss | $(103,787) | $(1,402,555) | $(3,629,891) | $(5,780,246) |
| Earnings (loss) per share, basic | $(0.01) | $(0.18) | $(0.43) | $(0.85) |
| Earnings (loss) per share, diluted | $(0.01) | $(0.18) | $(0.43) | $(0.85) |
| Weighted average shares, basic | 10,943,843 | 7,690,084 | 8,530,599 | 6,790,466 |
| Weighted average shares, diluted | 10,943,843 | 7,690,084 | 8,530,599 | 6,790,466 |
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Conference Call Details
Date and Time: Monday, September 28, 2026, at 5:00 p.m. ET.
Call-in Information: Interested parties can access the conference call by dialing (844) 735-3662 or (412) 317-5705.
Live Webcast Information: Interested parties can access the conference call via a live webcast, which will be available at https://app.webinar.net/0E4e7l07PjV.
A teleconference replay of the call will be available for seven days at (855) 669-9658 or (412) 317-0088, replay access code 7128172. A webcast replay will be available at https://app.webinar.net/0E4e7l07PjV.
About Precision Optics Corporation
Founded in 1982, Precision Optics is a vertically integrated optics company focused on leveraging its proprietary micro-optics, multi-channel and ultra-high precision imaging and digital imaging technologies across the medical device, defense/aerospace and satellite communications markets. Through its Systems Manufacturing, Engineering, Ross Optical and Micro-Optics Lab operations, the Company provides services from new product concept and design through volume production. Its in-house optical, mechanical, electrical and systems engineering, prototyping, regulatory support, fabrication, assembly and manufacturing capabilities enable it to develop next-generation solutions for demanding customer requirements. In medical devices, Precision Optics supports minimally invasive and robotic surgery with micro-endoscopes, single-use and reusable endoscopes, digital imaging and related optical assemblies. In defense/aerospace and satellite communications, the Company applies its micro-optics and opto-mechanical expertise to applications requiring high quality and optimized size, weight and power. Ross Optical complements these capabilities through global sourcing, inspection and production of custom and catalog optics. For more information, please visit www.poci.com.
Non-GAAP Financial Measures
Precision Optics has provided in this press release financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America (“non-GAAP”). The non-GAAP financial measure is Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization). In addition to these items, Adjusted EBITDA excludes from Net Income (Loss) the effect of stock-based compensation, interest expense and interest income, depreciation and amortization and income taxes.
This non-GAAP financial measure assists Precision Optics management in comparing its operating performance over time because certain items may obscure the underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to discrete acquisition or restructuring plans that are fundamentally different from the ongoing productivity of the Company. Precision Optics management also believes that presenting this measure allows investors to view its performance using the same measures that the Company uses in evaluating its financial and business performance and trends.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of the non-GAAP financial measure presented above to GAAP results has been provided in the financial tables included with this press release.
Precision Optics is unable to provide a reconciliation of forward-looking Adjusted EBITDA guidance to net income (loss), the most directly comparable GAAP financial measure, without unreasonable efforts because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including stock-based compensation expense, which may vary significantly based on stock price and other factors outside the Company’s control. The unavailable information could have a significant effect on the Company’s GAAP financial results.
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About Forward-Looking Statements
This press release contains forward-looking statements within the meaning of U.S. federal securities laws including statements concerning our fiscal year 2027 revenue and Adjusted EBITDA guidance, our expectations regarding customer demand and order resumption, and our anticipated return to record revenue levels. 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 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.
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PRECISION OPTICS CORPORATION, INC.
Balance Sheets at June 30, 2026 and 2025
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 9,841,142 | $ | 1,773,735 | ||||
| Accounts receivable, net of allowance for credit losses of $108,220 at June 30, 2026 and $80,192 at June 30, 2025 | 5,944,412 | 4,336,730 | ||||||
| Inventories, net | 3,829,414 | 3,562,112 | ||||||
| Prepaid expenses | 494,488 | 385,390 | ||||||
| Total current assets | 20,109,456 | 10,057,967 | ||||||
| Fixed Assets: | ||||||||
| Machinery and equipment | 3,410,813 | 3,385,958 | ||||||
| Leasehold improvements | 1,226,171 | 871,356 | ||||||
| Furniture and fixtures | 645,046 | 538,428 | ||||||
| 5,282,030 | 4,795,742 | |||||||
| Less—Accumulated depreciation and amortization | 4,394,317 | 4,261,950 | ||||||
| Net fixed assets | 887,713 | 533,792 | ||||||
| Operating lease right-of-use asset | 2,300,866 | 141,825 | ||||||
| Patents, net | 212,889 | 232,493 | ||||||
| Goodwill | 8,824,210 | 8,824,210 | ||||||
| Total other assets | 11,337,965 | 9,198,528 | ||||||
| TOTAL ASSETS | $ | 32,335,134 | $ | 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 | 3,582,674 | 2,909,100 | ||||||
| Customer advances | 2,498,501 | 1,821,929 | ||||||
| Accrued compensation and other | 1,843,368 | 764,004 | ||||||
| Operating lease liability | 325,500 | 50,995 | ||||||
| Total current liabilities | 8,827,941 | 6,151,294 | ||||||
| Long-term debt, net of current maturities | 711,305 | 1,289,205 | ||||||
| Operating lease liability, net of current portion | 2,446,576 | 90,954 | ||||||
| Total liabilities | 11,985,822 | 7,531,453 | ||||||
| Stockholders’ Equity: | ||||||||
| Common stock, $0.01 par value: 50,000,000 shares authorized; issued and outstanding – 10,972,792 shares at June 30, 2026 and 7,714,701 shares at June 30, 2025 | 109,728 | 77,147 | ||||||
| Additional paid-in capital | 80,840,105 | 69,152,317 | ||||||
| Accumulated deficit | (60,600,521 | ) | (56,970,630 | ) | ||||
| Total stockholders’ equity | 20,349,312 | 12,258,834 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 32,335,134 | $ | 19,790,287 | ||||
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PRECISION OPTICS CORPORATION, INC.
Statements of Operations
for the Years Ended June 30, 2026 and 2025
| 2026 | 2025 | |||||||
| Revenues | $ | 31,531,765 | $ | 19,091,269 | ||||
| Cost of goods sold | 26,100,545 | 15,686,836 | ||||||
| Gross profit | 5,431,220 | 3,404,433 | ||||||
| Research and development expenses, net | 1,033,156 | 1,157,963 | ||||||
| Selling, general and administrative expenses | 7,906,672 | 7,797,761 | ||||||
| Total operating expenses | 8,939,828 | 8,955,724 | ||||||
| Operating loss | (3,508,608 | ) | (5,551,291 | ) | ||||
| Other expense | ||||||||
| Interest expense | (148,129 | ) | (227,019 | ) | ||||
| Interest income | 31,804 | – | ||||||
| Loss before provision for income taxes | (3,624,933 | ) | (5,778,310 | ) | ||||
| Provision for income taxes | 4,958 | 1,936 | ||||||
| Net loss | $ | (3,629,891 | ) | $ | (5,780,246 | ) | ||
| Loss per share: | ||||||||
| Basic and fully diluted | $ | (0.43 | ) | $ | (0.85 | ) | ||
| Weighted average common shares outstanding: | ||||||||
| Basic and fully diluted | 8,530,599 | 6,790,466 | ||||||
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PRECISION OPTICS CORPORATION, INC.
Statements of Stockholders’ Equity
for the Years Ended June 30, 2026 and 2025
| Number of Shares | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity | ||||||||||||||||
| Balance, June 30, 2024 | 6,073,939 | $ | 60,739 | $ | 61,197,433 | $ | (51,190,384 | ) | $ | 10,067,788 | ||||||||||
| Issuance of common stock in a registered direct offering | 1,538,368 | 15,384 | 6,254,752 | – | 6,270,136 | |||||||||||||||
| Proceeds from exercise of stock option | 71,979 | 721 | 88,329 | – | 89,050 | |||||||||||||||
| Issuance of common stock for consulting services and employees | 30,415 | 303 | 151,395 | – | 151,698 | |||||||||||||||
| Stock-based compensation | – | – | 1,460,408 | – | 1,460,408 | |||||||||||||||
| Net loss | – | – | – | (5,780,246 | ) | (5,780,246 | ) | |||||||||||||
| Balance, June 30, 2025 | 7,714,701 | $ | 77,147 | $ | 69,152,317 | $ | (56,970,630 | ) | $ | 12,258,834 | ||||||||||
| Issuance of common stock in public offering | 3,194,444 | 31,944 | 10,598,734 | – | 10,630,678 | |||||||||||||||
| Proceeds from exercise of stock option | 40,294 | 404 | 39,595 | – | 39,999 | |||||||||||||||
| Issuance of common stock for employee services | 23,353 | 233 | 100,267 | – | 100,500 | |||||||||||||||
| Stock-based compensation | – | – | 949,192 | – | 949,192 | |||||||||||||||
| Net loss | – | – | – | (3,629,891 | ) | (3,629,891 | ) | |||||||||||||
| Balance, June 30, 2026 | 10,972,792 | $ | 109,728 | $ | 80,840,105 | $ | (60,600,521 | ) | $ | 20,349,312 | ||||||||||
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PRECISION OPTICS CORPORATION, INC.
Statements of Cash Flows
For the Years Ended June 30, 2026 and 2025
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (3,629,891 | ) | $ | (5,780,246 | ) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities- | ||||||||
| Depreciation and amortization | 279,277 | 212,439 | ||||||
| Stock-based compensation expense | 1,139,692 | 1,612,106 | ||||||
| Non-cash legal expense | – | 34,881 | ||||||
| Non-cash interest expense | 18,433 | 11,563 | ||||||
| Non-cash operating lease expense | 252,336 | 124 | ||||||
| Loss on disposal of fixed assets | 34,506 | – | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | (1,607,682 | ) | (791,239 | ) | ||||
| Inventories | (267,302 | ) | (694,012 | ) | ||||
| Prepaid expenses | (109,098 | ) | (86,026 | ) | ||||
| Accounts payable | 673,574 | 1,511,787 | ||||||
| Contract liabilities | 676,572 | 649,579 | ||||||
| Accrued compensation and other | 989,364 | (76,658 | ) | |||||
| Net cash used in operating activities | (1,550,219 | ) | (3,395,702 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Additional patent costs | (5,564 | ) | (6,264 | ) | ||||
| Proceeds from sale of fixed assets | 3,000 | – | ||||||
| Purchases of property and equipment | (426,786 | ) | (227,209 | ) | ||||
| Net cash used in investing activities | (429,350 | ) | (233,473 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Payment of capital lease obligations | (27,368 | ) | (41,114 | ) | ||||
| Principal payments of long-term debt | (596,333 | ) | (280,440 | ) | ||||
| Payment of debt issuance costs | – | (40,000 | ) | |||||
| Repayments on line of credit | – | (1,000,000 | ) | |||||
| Gross proceeds from registered direct offerings of common stock | – | 6,270,136 | ||||||
| Proceeds from public offering of common stock, net | 10,630,678 | – | ||||||
| Gross proceeds from exercise of stock options | 39,999 | 89,050 | ||||||
| Net cash provided by financing activities | 10,046,976 | 4,997,632 | ||||||
| Net increase in cash and cash equivalents | 8,067,407 | 1,368,457 | ||||||
| Cash and cash equivalents, beginning of year | 1,773,735 | 405,278 | ||||||
| Cash and cash equivalents, end of year | $ | 9,841,142 | $ | 1,773,735 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the year for income taxes | $ | 2,600 | $ | 1,936 | ||||
| Cash paid during the year for interest | $ | 129,696 | $ | 216,456 | ||||
| Leasehold improvements financed by landlord | $ | 218,750 | $ | – | ||||
| Issuance of common stock for consulting and employee services | $ | 100,500 | $ | 151,698 | ||||
| Stock based compensation for employee services included in accrued compensation and other | $ | 90,000 | $ | – | ||||
| Operating right-of-use assets obtained in exchange for operating lease liabilities | $ | 2,632,584 | $ | 133,650 | ||||
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PRECISION OPTICS CORPORATION, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
ADJUSTED EBITDA
| Three Months Ended | Year Ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net Loss (GAAP) | $ | (103,787 | ) | $ | (1,402,555 | ) | $ | (3,629,891 | ) | $ | (5,780,246 | ) | ||||
| Stock based compensation | 397,193 | 439,873 | 1,139,692 | 1,612,106 | ||||||||||||
| Depreciation and amortization | 64,329 | 59,226 | 279,277 | 212,439 | ||||||||||||
| Income Taxes | (3,744 | ) | 1,936 | 4,958 | 1,936 | |||||||||||
| Interest Expense | 32,775 | 44,577 | 148,129 | 227,019 | ||||||||||||
| Interest Income | (31,804 | ) | – | (31,804 | ) | – | ||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 354,962 | $ | (856,943 | ) | $ | (2,089,639 | ) | $ | (3,726,746 | ) | |||||
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