PRECISION OPTICS CORPORATION, INC. : Completion of the acquisition or disposal of assets, change of directors or senior management, financial statements and supporting documents (form 8-K)


Item 2.01 Completion of Acquisition or Disposal of Assets.

Item 3.02 Unregistered Sale of Securities.

At October 4, 2021, we have entered into an asset purchase agreement with Flagship Imaging, LLC and Investment company Anania & Associates, LLC for almost all of the assets of Flagship Imaging, LLC, a Maine limited liability company operating a medical optics and digital imaging business. The total cash purchase price consisted of $ 2,855,000 in cash at closing, which is the original closing cash amount of $ 3,250,000 adjusted for a shortfall in working capital, and
$ 1,500,000 as a price supplement over a two-year period. In addition, we issued 2,500,000 unregistered common shares to the vendors.

The compensation for the earn-out will be paid at a rate of $ 750,000 per year from
October 1, 2021 To September 30, 2023 if some gross profit is made by Lighthouse.

The asset purchase contract contains customary declarations, guarantees and indemnification provisions. Lighthouse’s selling shareholders have agreed to a non-compete, non-solicitation and no-hire clause for a period of five years from the closing date.

We financed the acquisition by taking a $ 2,600,000 term loan of Main Street Bank and closing a $ 1,500,000 private placement. The term loan has a term of seven years and bears interest at the higher of the two the Wall Street newspaper “Prime Rate” increased by 1.50% or the fixed rate of 4.75% per year. We also obtained a revolving line of credit not exceeding $ 250,000 for general working capital purposes. The line of credit bears interest at the same rate as the term loan. The term loan and line of credit are secured by all of our company’s assets, including those acquired with the Lighthouse business.

At October 4, 2021, we have entered into agreements with investors for the sale and purchase of 937,500 shares of our common stock, $ 0.01 face value, at a purchase price of $ 1.60 per share. We received $ 1,500,000 of the gross product of the offer.

The wife of our VP of sales and marketing Jeffrey Di Rubio participated in the private placement by purchasing 12,500 common shares for $ 20,000.

Along with the placement, we have also entered into a registration rights agreement with investors, under which we are required to file a registration statement with the Scholarship commission no later than 120 calendar days after October 4, 2021 register the resale by investors of 937,500 shares of our common shares purchased under the offering.

The agreements also provide for investors to receive additional shares of our common stock in the event that we close a subsequent offering of our common stock at a purchase price of less than $ 1.60 per action before October 4, 2022. The additional shares that each investor would receive would be equal to the difference between the number of shares that would have been received at the reduced purchase price and the number of shares received at the $ 1.60 purchase price.

The issuance of ordinary shares was exempt from registration under the exemption provided in Section 4 (a) (2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D, in the extent that it was not a given that no general solicitation or advertising of any kind was used in connection with the show and that there was only one limited number of recipients or that the recipients were knowledgeable qualified investors who understand the risks of investing. Accordingly, the shares issued under the private placement have not been registered under the Securities Act of 1933, as amended, and until such registration, the securities may not be offered or sold in United States
the lack of registration or the availability of an applicable exemption from registration.

Item 5.02 Departure of directors or certain officers; Election of directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain

In connection with the acquisition of Lighthouse, the October 4, 2021, we have agreed with the seller that Mr. Pierre Anania or another person appointed by Lighthouse will join our board of directors for a minimum term of three years. The minimum duration does not apply in the event of Mr. Anania violates applicable laws, articles of association or other corporate governance documents of the Company, or employee manuals, guidelines and other documents governing employee conduct. Lighthouse may request the removal of Mr. Anania at any time.


At October 6, 2021, our board appointed Mr. Peter V. Anania as a Class II administrator for a term of three years or until his successor is duly elected or qualified.

Peter V. Anania is president of Anania & Associates, and Investment company Anania & Associates LLC, a private investment firm focused on private companies,
Mainebased companies. He founded both companies in 1987. He is president and member of the Adviser to Microwave Techniques LLC and Ferrite Microwave Technologies LLC. He has held operating and board positions at numerous private companies in which he has invested and provided management consulting services to non-portfolio companies.

Mr. Anania served on Windham City Council, council of the Windham Economic Development Corporation, Maine Heritage Policy Center (chair); is a corporate for Bangor Savings Bank; emeritus member of the board of directors of the Maine International Trade Center participate in trade missions to Korea, the UK, Brazil, Argentina, Taiwan, Singapore, Germany, the Netherlands and
Mexico; and is a founding member of from Maine Regional Export Council
help small businesses increase their export sales. He previously sat on the board of directors of the USM Alumni Association, the Family crisis center, the Centraide attribution committee and Raye mustard mill in Eastport.

Mr. Anania holds a BA from University of Maine and an MBA from
University of Southern Maine.

There was no related party transaction between Mr. Anania and our Company since the start of the last fiscal year.

The description of the asset purchase contract, loans and private placement does not claim to be complete and is qualified in its entirety by reference to the full text of the asset purchase contract, loan documents, form of the Securities Purchase Agreement, and the Registration Rights Agreement Form, which are filed as Exhibits 10.1 through 10.7, respectively, of this current Report on Form 8-K and are incorporated herein by reference.

This report does not constitute an offer to sell or the solicitation of an offer to buy, and such securities may not be sold in any state or jurisdiction in which such offer, solicitation or sale would be illegal prior to registration or qualification in under securities laws. of any state or jurisdiction. Any offering will be made only by means of a prospectus, including a prospectus supplement, forming part of the actual registration statement.

This report contains forward-looking statements. Forward-looking statements include, without limitation, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statement relating to our future business or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results and results may differ materially from what is expressed or expected in forward-looking statements due to many factors, including the risks discussed in our Annual Report on Form 10-K and in other documents that we deposit from time to time. with the SECOND, including, but not limited to, the risks associated with the realization of the opportunities of the Lighthouse acquisition and the resources required to integrate the newly acquired assets. Forward-looking statements speak only as of the date on which they are made, and we do not undertake to update any forward-looking statements to reflect events or circumstances subsequent to the date of this report, except as required by law. ‘required.

  Item 9.01 Financial Statements and Exhibits.

a) Financial statements of companies or funds acquired.

Financial statements to be filed in accordance with Section 9.01 (a) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this current report on Form 8-K is due.

(b) Pro forma financial information.

Financial statements to be filed under Item 9.01 (b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date on which this Current Report on Form 8-K is to be filed.


(d) Exhibits.

10.1 † * Asset Purchase Agreement, dated October 4, 2021, by and among Precision

         Optics Corporation, Inc. and Lighthouse Imaging, LLC and Anania &
         Associates Investment Company, LLC.

10.2       Form of Securities Purchase Agreement, by and among Precision Optics
         Corporation, Inc. and several Investors, dated October 4, 2021.

10.3       Form of Registration Rights Agreement, by and among Precision Optics
         Corporation, Inc. and several Investors, dated October 4, 2021.

10.4*      Loan Agreement dated October 4, 2021, by and among Precision Optics
         Corporation, Inc. and Main Street Bank.

10.5       $250,000 Revolving Line of Credit Note dated October 4, 2021.

10.6       $2,600,000 Term Loan Note dated October 4, 2021.

10.7       Security Agreement dated October 4, 2021, by and among Precision Optics
         Corporation, Inc. and Main Street Bank.

10.8       Director side letter agreement dated October 4, 2021.

† Parts of the agreement have been omitted to preserve the

  confidentiality of such information. The Company will furnish copies of any
  such information to the SEC upon request.

  * The schedules to the agreement have been omitted from this filing pursuant to
    Item 601(a)(5) of Regulation S-K.  The Company will furnish copies of any
    such schedules to the SEC upon request.


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