8-K - POCI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 17, 2023

PRECISION

OPTICS CORPORATION, INC.

(Exact name of registrant as specified in its charter)

Massachusetts	001-10647	04-2795294
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
22<br> East Broadway<br><br> Gardner,<br> Massachusetts	01440
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(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code) (978) 630-1800

N/A

(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

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

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).

Emerging growth company ☐

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 24, 2023, the Company has appointed Mahesh Lawande, age 50, as its Chief Operating Officer. A copy of the press release announcing Mr. Lawande’s appointment is furnished as Exhibit 99.1. Mr. Lawande will be compensated at an annual base salary of $275,000, will be entitled to participate in employee benefit plans offered by the Company, and has been granted a stock option under the 2022 Equity Incentive Plan to purchase up to 60,000 shares of Common Stock at $6.40 per share, with annual vesting in equal increments.

Mr. Lawande has senior operations and engineering experience primarily with medical technology-based businesses. He formerly served as Senior Director of Supply Chain Operations in North America for Draeger Medical Systems, Inc. (2017-2019), Director of Operations for Analogic Corporation (2021-2022), and Vice President – Manufacturing and Operations for Third Pole Therapeutics (2022-2023). Mr. Lawande received a B.E. in Electronics and Communications from Goa University, India, and an M.B.A. in Corporate Entrepreneurship and Strategy from F.W. Olin Graduate School of Business at Babson College.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated April 17, 2023 announcing appointment of Mahesh Lawande as COO.
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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.
Date: May 9, 2023	By:	/s/ JosephN. Forkey
		Name:<br>Joseph N. Forkey<br> Title: President

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Exhibit 99.1

PRECISION OPTICS CORPORATION<br><br><br><br>22 EAST BROADWAY<br><br><br><br>GARDNER, MASSACHUSETTS 01440-3338<br><br><br><br>Telephone 978 / 630-1800<br><br><br><br>Telefax 978 / 630-1487
NEWS RELEASE	POC23-0027
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FOR IMMEDIATE RELEASE	Monday, April 17, 2023
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Precision Optics Appoints Mahesh Lawande asChief Operating Officer

GARDNER, MA, April 17, 2023. Precision Optics Corporation, Inc. (NASDAQ: POCI), a leading designer and manufacturer of advanced optical instruments for the medical and defense industries, today announced the appointment of medical device and aerospace/defense industry manufacturing veteran, Mahesh Lawande, as the Company’s Chief Operating Officer effective April 24, 2023. In the newly created role, Lawande will lead Precision Optics operations team, including its sales & marketing, production and engineering activities at its facilities in Massachusetts, Maine and Texas.

The creation of the newly appointed Chief Operating Officer position was necessitated by Precision Optics’ rapid growth over the past few years, including 47% growth in revenues during fiscal 2022 and 76% growth during the first half of fiscal 2023. This growth has been driven by the acquisitions of Ross Optical and Lighthouse Imaging, and by the transition of a number of development pipeline programs to commercial production.

Mahesh Lawande has over twenty-five years’ experience scaling operations and delivering efficient growth for companies through operations excellence and lean manufacturing leadership. From 1995 through 2019, Lawande held various operations and engineering roles with Siemens and Draeger, most recently as Senior Director of Supply Chain Operations in North America for Draeger Medical Systems, Inc., a multi-billion-dollar medical device and industrial safety company. Recently, Lawande was Director of Operations for the Peabody, MA headquarters site at Analogic Corporation, a leading global manufacturer of life-saving medical and aviation security imaging systems; and Vice President – Manufacturing & Operations at Third Pole Therapeutics, a developer of cardio-pulmonary therapies. He has an MBA in Corporate Entrepreneurship and Strategy from F.W. Olin Graduate School of Business at Babson College, and a Bachelor of Engineering – Electronics and Telecommunications from Goa University in Goa, India.

“We have grown Precision Optics to over five times its size just a few years ago, including the addition of two acquisitions. With growth comes additional people, roles and operational complexity. The timing is appropriate for us to expand our executive leadership team through the creation and appointment of a Chief Operating Officer to further scale our operations going forward,” commented Dr. Joe Forkey, CEO of Precision Optics. “Mahesh has tremendous experience in our key end markets of medical device and aerospace/defense. Importantly, his multi-site leadership experience in both manufacturing, as well as quality and test engineering, new product development and introduction makes him an ideal fit for us. We look forward to the benefits his appointment will bring as we look to drive continued growth and profitability in the future.”

About Precision Optics Corporation

Founded in 1982, Precision Optics is a vertically integrated optics company primarily focused on leveraging its proprietary micro-optics and 3D 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 Lighthouse Imaging division's electronic imaging expertise and its Ross Optical division's high volume world-wide 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.

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About Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include, but are not limited to, statements which express the Company's intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company's future activities or future events or conditions. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by the Company's management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company's annual report on Form 10-K and in other documents we file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement, except as required by law.

Company Contact:

PRECISION OPTICS CORPORATION

22 East Broadway

Gardner, Massachusetts 01440-3338

Telephone: 978-630-1800

Investor Contact:

LYTHAM PARTNERS, LLC

Robert Blum

Phoenix | New York

Telephone: 602-889-9700

poci@lythampartners.com

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