UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) ~~June~~September 229, 2025

PRECISION OPTICS CORPORATION, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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:

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

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 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~On June 2, 2025, the Company entered into a Lease Agreement~~ (~~the “Lease”~~b) with 550 King Street, LLC (the “Landlord”), pursuant to which the Company will lease approximately 19,590 rentable square feet of commercial space located at 550 King Street, Building A, Suite 100, Littleton, Massachusetts (the “Premises”). The Lease provides for an initial term of seven and ~~one half~~ (~~7.5~~e) ~~years, commencing upon substantial completion of tenant improvements and receipt of a certificate of occupancy (the “Term Commencement Date”), which is targeted for August 1, 2025.~~

~~The~~On ~~Lease~~October ~~includes~~2, ~~two~~2025, ~~options to extend the term~~Precision ~~for~~Optics ~~additional five-year periods~~Corporation, ~~exercisable~~Inc’s ~~with~~(“POCI” ator ~~least~~the ~~nine~~“Company”) ~~months’~~and ~~prior written notice~~Mr. ~~Base~~Mahesh ~~rent~~Lawande ~~for~~mutually ~~the~~agreed to ~~initial~~terminate ~~term~~his ~~is abated~~employment ~~for~~with the ~~first~~Company ~~six~~as ~~months~~of ~~following~~October ~~the~~31, ~~Term~~2025 ~~Commencement~~(the “Termination Date,”). ~~after~~Effective ~~which~~October ~~base~~1, 2025, ~~rent~~Mr. isLawande ~~payable~~transitioned asto ~~follows:~~the ~~The~~roll ~~annual~~of ~~base~~“Advisor ~~rent for~~to the ~~first~~President” ~~year~~for of the ~~lease~~period isthrough ~~$361,435.50~~his ~~(or~~Termination ~~$30,119~~Date.63 ~~per~~On ~~month)~~October 2, ~~and~~2025, ~~such~~the ~~annual~~Company ~~base~~and ~~rent~~Mr. ~~increases~~Lawande’s byentered ~~three~~into ~~percent~~a ~~(3%)~~Modification ~~each lease~~Agreement ~~year over~~ (the ~~previous~~“Modification”) ~~year’s~~to ~~annual~~his ~~base~~Employment Agreement ~~rent.~~dated InMarch ~~addition to base rent~~30, ~~the~~2023 ~~Company~~by isand ~~responsible~~between ~~for its pro-rata share (7~~Mr.~~22%)~~ ofLawande ~~real estate taxes~~ and ~~operating~~the ~~expenses,~~Company ~~as further defined in~~ (the ~~Lease.~~“Employment ~~The~~Agreement”), ~~Lease~~which Modification provides for the ~~permitted~~roll ~~use~~ of “Advisor to the ~~Premises~~ ~~for~~President” ~~general~~during ~~office,~~the ~~laboratory,~~month ~~manufacturing,~~of ~~warehousing,~~October ~~showroom,~~2025 and ~~related~~amends ~~legal~~his ~~uses.~~severance ~~The~~period ~~Lease grants the Company a~~from ~~right~~six ofmonths ~~first~~to ~~offer~~seven onmonths ~~contiguous~~following ~~space~~his ~~that~~Termination ~~becomes~~Date ~~available~~and inwaives ~~the~~any ~~building~~further ~~during~~right ~~the~~to ~~lease~~additional ~~term~~notice orunder ~~any~~his ~~extension~~Employment Agreement.

The ~~Landlord~~foregoing isdescription of ~~responsible~~the ~~for~~Modification ~~completing~~does ~~certain tenant~~not ~~improvements,~~purport asto ~~described~~be ina ~~the~~complete ~~Lease.~~statement Ifof the ~~Landlord~~parties’ ~~fails~~rights toand ~~substantially~~obligations ~~complete~~and ~~the~~is ~~tenant~~qualified ~~improvements~~in byits ~~October 1,~~entirety ~~2025~~by ~~(subject~~reference to ~~extension for tenant delays),~~ the ~~Company~~full istext ~~entitled to one additional day~~ of ~~abated~~the ~~rent~~Modification, ~~for~~a ~~each~~copy ~~day~~ of ~~delay.~~which ~~If the~~is ~~Term~~filed ~~Commencement~~as ~~Date~~Exhibit ~~does not occur by January~~ 10.1, ~~2026 (other than due~~ to ~~tenant~~this ~~delays),~~Current ~~the~~Report ~~Company~~on ~~may~~Form ~~terminate~~8-K ~~the Lease~~ and incorporated ~~receive~~by areference ~~refund of all sums previously paid~~herein.

~~The~~(c) ~~foregoing description of the Lease does not purport to be a complete statement of the parties’ rights~~ and obligations and is qualified in its entirety by reference to the full text of the Lease, including all exhibits and schedules thereto, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.(e)

~~Item~~As 9previously announced by the Company, effective as of October 1, 2025 (the “Start Date”), the Company appointed Mr.01 Joseph Traut, 54 years old, as the Company’s Chief Operating Officer. ~~Financial~~Most ~~Statements~~recently, Mr. Traut was the VP of Operations for T2 Biosystems (2023-2025), VP of Technology Transfer at Lumira Dx (2021-2022) and ~~Exhibits~~VP of Manufacturing Solutions at Ximedica (now Veranex; 2017-2021), with additional positions prior to 2017 in manufacturing engineering, management and leadership. He has consulted to the Company since July 2025 on certain operational matters. Mr. Traut has a Master of Business Administration, Management of Technology from Bentley College, Waltham, MA and a Bachelor of Science, Mechanical Engineering Technology from Northeastern University, Boston, MA.

In connection with his appointment as Chief Operating Officer, Mr. Traut and the Company entered into an Employment Agreement dated September 29, 2025 (dthe “Employment Agreement”) ~~Exhibits~~and a Non-Competition Agreement dated September 29, 2025 (the “Non-Competition Agreement”). Pursuant to his Employment Agreement, Mr. Traut will be compensated at an annual base salary of $275,000, will be eligible for an annual bonus up to 25% of his annual salary for the fiscal year, and will be entitled to participate in employee benefit plans offered by the Company. In connection with Mr. Traut joining the Company, the Compensation Committee and Board of the Company approved the grant of an inducement stock option to be granted on his Start Date, to purchase 60,000 shares of the Company’s common stock (the “Option”). The Option was granted pursuant to the Nasdaq Rule 5635(c)(4) inducement grant exception as a component of the individual’s employment compensation and was granted as an inducement material to his acceptance of employment with the Company. Mr. Traut’s Option has an exercise price equal to the closing price of the Company’s common stock as reported by the Nasdaq Capital Market on October 1, 2025. The Options have a ten-year term and vest in three equal annual installments, subject to Mr. Traut’s continued service with the Company through the applicable vesting dates.

Exhibit No.		Exhibit Description
10.1		Lease, dated June 2, 2025, by and between 500 King Street, LLC and Precision Optics Corporation, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The foregoing description of the Employment Agreement and Non-Competition Agreement does not purport to be a complete statement of the parties’ rights and obligations and is qualified in its entirety by reference to the full text of the Employment Agreement and Non-Competition Agreement, a copy of which is filed as Exhibit 10.2 and 10.3 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
10.1		Modification Agreement dated October 2, 2025 by and between Precision Optics Corporation, Inc. and Mahesh Lawande.
10.2		Employment Agreement dated September 29, 2025 by and between Precision Optics Corporation, Inc. and Joseph W. Traut.
10.3		Non Competition Agreement dated September 29, 2025 by and between Precision Optics Corporation, Inc. and Joseph W. Traut.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 3, 2025	By:	/s/ Joseph N. Forkey
Dated: October 3, 2025	By:	/s/ Joseph N. Forkey
	Name:	Joseph N. Forkey
	Title:	President

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