Current Report Filing (8-k)
20 Giugno 2023 - 1:59PM
Edgar (US Regulatory)
0000867840
false
0000867840
2023-06-15
2023-06-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 15, 2023
PRECISION
OPTICS CORPORATION, INC.
(Exact name of registrant as specified in its charter)
Massachusetts |
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001-10647 |
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04-2795294 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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22
East Broadway
Gardner,
Massachusetts |
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01440 |
(Address of principal executive offices) |
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(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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 |
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Trading symbol(s) |
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Name of each exchange on which registered |
Common stock, $0.01 par value |
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POCI |
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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 3.02 Unregistered Sale of Securities.
On June 15, 2023, we entered into agreements with
certain institutional and accredited investors calling for the purchase and sale of 420,000 shares of our common stock, $0.01 par value,
at a purchase price of $6.00 per share. The stock issuance is expected to close on June 20, 2023, at which time we expect to receive gross
proceeds of approximately $2.52 million before deducting placement agent commissions and other estimated offering expenses. A.G.P./Alliance
Global Partners is acting as the sole placement agent for this private placement.
In conjunction with the placement, we also entered
into a registration rights agreement with the investors, whereby we are obligated to file a registration statement with the Securities
Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), by (subject to exceptions) the 20th
day after the June 20, 2023 closing date. We will incur certain penalties if the registration statement has not been filed by the applicable
deadline or if the registration statement has not been declared effective by the Commission by (subject to exceptions) the 75th
day after the applicable filing deadline.
The offer and sale of these shares of common stock
are exempt from registration under the 1933 Act pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D, inasmuch as all of the
purchasers are accredited investors within the meaning of Rule 501(a) of Regulation D, no general solicitation or advertising of any kind
was used in connection with the offering, and the offering was made only to a limited number of offerees who each were believed to be
knowledgeable and sophisticated investors. Until registered, the shares so issued will be considered “restricted securities”
and thus generally may not be offered or sold by the holders in the absence of an exemption from securities registration requirements.
The agreements with the investors contain a representation
from us to the effect that there have been no material adverse developments with respect to the Company since the date of filing of our
most recent report on Form 10-Q.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.1 | Form of Securities Purchase Agreement, by and among Precision Optics Corporation, Inc. and several investors, dated June 15, 2023. |
10.2 | Form of Registration Rights Agreement, by and among Precision Optics Corporation, Inc. and several investors, dated June 15, 2023. |
10.3 | Placement Agent Agreement, by and between Precision Optics Corporation, Inc. and A.G.P./Alliance Global Partners, dated June 15, 2023. |
99.1 | Press release dated June 15, 2023 announcing private placement of common stock. |
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.
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PRECISION OPTICS CORPORATION, INC. |
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Date: June 20, 2023 |
By: |
/s/ Joseph N. Forkey |
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Name: Joseph N. Forkey
Title: President |
Grafico Azioni Precision Optics (QB) (USOTC:PEYED)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Precision Optics (QB) (USOTC:PEYED)
Storico
Da Lug 2023 a Lug 2024