8-K

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) January 5, 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 East Broadway Gardner, Massachusetts	01440
(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 of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Daniel S. Habhegger has served as Chief Financial Officer (CFO) of Precision Optics Corporation, Inc. (the “Company”) since December 2, 2019. Mr. Habhegger has informed the Company of his acceptance of employment with another company. Mr. Habhegger will remain an employee of the Company, serving in a reduced capacity as Senior Vice President, Finance (including as principal financial officer and principal accounting officer) until the Company files its Form 10-Q report for its fiscal quarter ended December 31, 2022. During this interim period of employment, Mr. Habhegger will be compensated at the rate of $96.15 per hour and will continue to be eligible for benefits, including insurance coverage through the Company’s insurance plans. Subject to fulfilling his stated responsibilities as Senior Vice President, Finance through at least February 14, 2023, the Company has agreed to extend the post-termination period for exercise of Mr. Habhegger’s vested Company stock options until January 15, 2025.

Commencing January 7, 2023, the Company has hired E. Kevin Dahill, age 75, as its Interim CFO. Mr. Dahill will be compensated at $2,500 per week, will be entitled to participate in employee benefit plans offered by the Company, and has been granted a stock option under the 2021 Equity Incentive Plan to purchase up to 4,000 shares of Common Stock at a price equal to the closing share price on January 5, 2023, with immediate vesting.

Mr. Dahill has senior executive and director experience across multiple industries, primarily with technology-based businesses. He formerly served as Chief Operating Officer of Spotted Dog Technology (2018-2019) and President of Startrak, LLC (2010-2011). He served as Interim Chief Financial Officer and Chief Financial Officer, respectively, at Affinity Solutions, Inc. (2008-2010) and Avero, LLC (2003-2006). Between June 2002 and September 2021, Mr. Dahill was retained as a contract Agent by the U.S. Small Business Administration as Receiver, acting as replacement General Partner for numerous Small Business Investment Companies (SBICs). In the course of his career Mr. Dahill has executed initial public offerings (IPOs) for three different technology-based businesses in the role of CFO (Mobius Management Systems, Inc. in 1998; EIS International, Inc. in 1993; and Iomega Corporation in 1983). He presently serves on the Board of Directors of Physician Software Systems, Inc. (2011 to present), and in recent years served as a Director of Tripleseat, Inc. (2008-2020); Rustic Crust, LLC (2017-2018); Baja Fresh Enterprises (2010-2016); and NEPS, Inc. (2014-2016). Mr. Dahill received a B.S. in Mechanical Engineering from Notre Dame University, an M.S. in Mechanical Engineering from Georgia Institute of Technology, and an M.S. in Management from the Sloan School of Management (MIT).

From July 2013 to November 2014, Mr. Dahill served as a finance and operations consultant to the Company.

The Company has initiated a search for a permanent CFO.

(e) The terms of Mr. Habhegger’s part-time employment arrangement are the subject of an offer letter dated January 5, 2023; and the terms of Mr. Dahill’s part-time employment arrangement are the subject of an offer letter dated January 5, 2023.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Document
10.1	Employment offer letter dated January 5, 2023 between Precision Optics Corporation, Inc. and Daniel S. Habhegger.
10.2	Employment offer letter dated January 5, 2023 between Precision Optics Corporation, Inc. and E. Kevin Dahill.
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: January 5, 2023	By:	/s/ Joseph N. Forkey
		Name: Joseph N. Forkey Title: President

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EX-10.1

Exhibit 10.1

  PRECISION OPTICS CORPORATION
22 EAST BROADWAY
GARDNER, MASSACHUSETTS 01440-3338
Telephone 978 / 630-1800
Telefax 978 / 630-1487

POC23-0001

Daniel Habhegger

8 Jericho Road

Pelham, NH 03076

Dear Dan:

This letter summarizes the terms we have agreed upon for an interim arrangement by which Precision Optics Corporation will retain your services as Senior Vice President Finance at least until POC files its 10Q covering the fiscal period ending December 31, 2022.

Your last day as a full-time employee at Precision Optics Corporation will be January 6, 2023. After January 6, 2023, you agree to be available on an as-needed basis to help with corporate accounting/finance activities. We understand that your availability may be limited. Your role and responsibilities will include the roles of principal financial officer and principal accounting officer through February 14, 2023, with all associated responsibilities under Securities and Exchange Commission regulations and Nasdaq requirements. You agree to, among other responsibilities, review and approve the company’s 10Q report for the fiscal period ending December 31, 2022, which is expected to be filed on February 14, 2023. You also agree to execute any documents associated with the 10Q (eg, auditors rep letter and officer certifications) and to discuss the 10Q with management, the Board and the Company’s accountants and attorneys. You acknowledge that you will continue to be deemed a Section 16 officer throughout your remaining employment with the Company and will abide by Company policies on trading of company stock and on the filing of SEC reports regarding option exercises and other acquisitions or dispositions of Company stock. During the period of this interim arrangement, you authorize Company management to continue to show you as an approved signatory on, and (under my supervision) to continue to use your signature stamp to issue checks from, our corporate checking accounts.

Beginning on January 7, 2023, you will be paid at an hourly rate of $96.15. As a continuing employee, you will continue to be paid through our normal payroll process, including the Company’s payment of the employer share of FICA taxes and to withhold for employee FICA taxes per your amended instructions on Form W-4. You will continue to earn sick leave, pursuant to the Earned Sick Time Law, but will not accrue any additional vacation. You will be allowed to use vacation and sick time in accordance with company policies until the amounts accrued are exhausted. As long as you continue to work at least 30 hours per week (inclusive of paid time off used by you), you will continue to be eligible for benefits including insurance coverage through the company’s insurance plans. Under this part-time arrangement, you agree to maintain and submit accurate records of the hours you have worked and you authorize the Company to credit your paid time off for the balance of any hours needed to satisfy your agreed minimum of 30 hours per week.

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This interim arrangement will continue until we mutually agree to end the arrangement, with an expectation that this arrangement will continue at least until February 14, 2023.

Provided you continue to fulfill the responsibilities of SVP Finance and assist with filing of the referenced 10Q report as the Company’s principal financial officer and principal accounting officer, and upon approval by the Company’s Board of Directors or Compensation Committee, the post-termination period for the exercise of Company stock options owned by you (to the extent vested by January 7, 2023) will be extended until January 15, 2025.

I want to thank you for your willingness to work with us during this transition. I am disappointed that you will be leaving POC, but I wish you well in your future endeavors.

Best Regards,

/s/ Joseph N. Forkey

Joseph N. Forkey

Chief Executive Officer

Acceptance

I, Daniel Habhegger, hereby accept the offer of modified employment terms as herein stated.

/s/ Daniel Habhegger                         

Signature

1/5/2023                                               

Date

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EX-10.1

Exhibit 10.1

  PRECISION OPTICS CORPORATION
22 EAST BROADWAY
GARDNER, MASSACHUSETTS 01440-3338
Telephone 978 / 630-1800
Telefax 978 / 630-1487

POC 23-0002

Kevin Dahill

137 Hollow Tree Ridge Road

Darien, CT 06820

Dear Kevin:

We are very pleased to offer you employment at Precision Optics Corporation, Inc. (“POC” or the “Company” or “we”). Your employment is subject to the terms and conditions set forth in this letter. Subject to those conditions, your anticipated start date is Saturday, January 7, 2023.

Position: This offer is for the position of Interim Chief Financial Officer (“Interim CFO”). Your responsibilities will be those typically associated with an Interim CFO position with the understanding, however, that only on and after February 15, 2023, will your responsibilities include those of the principal financial officer and principal accounting officer of POC for purposes of applicable Securities and Exchange Commission regulations and Nasdaq requirements. It is mutually understood that your employment will run at least through May 15, 2023.

As Interim CFO, you will perform duties and responsibilities that are commensurate with such position and such other duties that may be assigned to you from time to time. You will report to Joseph Forkey, POC’s Chief Executive Officer, and to the Board of Directors of the Company. The position of Interim CFO will be a part-time, exempt position. You will be expected to work from time-to-time on-site in our Gardner, MA office.

You will be expected to devote sufficient time and effort to the performance of your duties and responsibilities for POC, and to abide by all POC policies and procedures.

At-Will Employment: Your employment with POC will be at-will, meaning you or POC may terminate the employment relationship at any time, for any reason, with or without notice. Should POC decide to terminate your employment without cause prior to May 15, 2023, POC will issue severance payments in the amount of, and in lieu of, your usual salary to be paid from your termination date through and including May 15, 2023. The at-will nature of your employment may only be changed by an express written agreement signed by you and POC’s Chief Executive Officer.

Compensation: In consideration of your services, you will be paid a salary at a rate of $2,500 per week. Payroll will be paid every other week on our customary payroll dates. Payments will reflect all applicable deductions including payroll taxes and will be payable in accordance with the regular payroll practices of Precision Optics Corporation.

In addition, upon approval of the Board of Directors, you will be provided a one-time option award of a non-statutory stock option to purchase 4,000 shares of Common Stock, with the exercise price equal to closing price on the date of grant, vesting upon commencement of employment.

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Benefits: You will be eligible to participate in the employee benefit plans and programs generally available to POC’s employees. A list of current employee benefits will be provided to you. POC reserves the right to amend, modify or terminate any of its benefit plans or programs at any time and for any reason.

Conditions of Employment: This offer of employment is contingent upon verification of your right to work in the United States, as demonstrated by your completion of an 1-9 form upon hire and your submission of acceptable documentation (as noted on the 1-9 form) verifying your identity and work authorization within three days of your start date. In addition, this offer is contingent on your execution of the Company’s “Employee Proprietary Information Agreement” and “Confidential Information and Invention Agreement.” This offer will be withdrawn if the above conditions are not satisfied.

By signing below to accept this offer of employment, you give us assurance that you have not relied on any agreement or representation, express or implied, with respect to your employment that is not set forth expressly in this letter. You also represent that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as non-competition, non-solicitation or other work-related restrictions imposed by a current or former employer. You also confirm that you will inform POC about any such restrictions and provide POC with as much information about them as possible.

Kevin, we are looking forward to having you join the team. Please do not hesitate to contact us if you have any questions.

Very truly yours,

/s/ Joseph N. Forkey

Joseph N. Forkey

Chief Executive Officer

Employee Acceptance

I, Kevin Dahill, hereby accept the offer of employment as herein stated.

/s/ Kevin Dahill                         

Signature

Jan 5, 2023                                    

Date

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XML

Cover	Jan. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 05, 2023
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, $0.01 par value
Trading Symbol	POCI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false