Precision Optics Corporation Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
(Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
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):
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 | ||
The |
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.
(b) and (e)
On June 29, 2024, Jeffrey L. DiRubio, the Precision Optics Corporation, Inc.’s (the “Company”) Senior Vice President of Sales and Marketing, resigned from the Company effective as of June 30, 2024. In order to provide for a smooth transition and to make available to the Company his expertise with respect to the Company’s products and customers, the Company has entered into a Consulting Agreement for the one-year term beginning July 1, 2024 and ending June 30, 2025, during which the Company will pay Mr. DiRubio an aggregate amount of $110,000, payable in monthly installments over the one year term of the Consulting Agreement.
In addition, the Company and Mr. DiRubio have modified his existing Employment Agreement with the Company to provide for, among other amendments, that (i) the term of Mr. DiRubio’s employment agreement ended June 30, 2024, (ii) his base salary was increased retroactively from December 1, 2023 through June 30, 2024, to be paid in a lump sum in the amount of $25,962, (iii) to set his bonus payment for the fiscal year ended June 30, 2024 in an amount equal to $44,000, (iv) to supersede the severance provisions in his Employment Agreement with the provisions of his Consulting Agreement, and (v) to amend his outstanding option agreements to allow for his vested options to be exercisable for one year after the end of his continuous services.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description |
10.1 | Modification to Employment Agreement by and between Precision Optics Corporation, Inc. and Jeffrey L. DiRubio dated June 29, 2024. |
10.2 | Consulting Agreement by and between Precision Optics Corporation, Inc. and Jeffrey L. DiRubio dated June 29, 2024. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2 |
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: July 3, 2024 | By: | /s/ Joseph N. Forkey |
Name: Joseph N. Forkey Title: President |
3 |