PRECISION OPTICS CORPORATION, INC.

NOTES TO INTERIM FINANCIAL STATEMENTS (UNAUDITED)

Principles of Consolidation and Operations

These financial statements have been prepared by the Company, without audit, and reflect normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results of the first nine months of the Company’s fiscal year 2026. These financial statements do not include all disclosures associated with annual financial statements and, accordingly, should be read in conjunction with footnotes contained in the Company’s financial statements for the fiscal year ended June 30, 2025, together with the Report of Independent Registered Public Accounting Firm filed under cover of the Company’s 2025 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 29, 2025*, as amended by Amendment No. 1 on Form 10-K/A filed with the Securities and Exchange Commission on October 28, 2025.*

Use of Estimates

The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

Income (Loss) Per Share

Basic income (loss) per share is computed by dividing net income or net loss by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period, plus the number of potentially dilutive securities outstanding during the period such as stock options. For the three months and nine months ended March 31, 2026, potentially dilutive securities outstanding have been excluded from the computations of weighted-average shares outstanding because such securities have an antidilutive impact due to the net loss reported during those periods. The number of shares issuable upon the exercise of outstanding stock options and warrants that were excluded from the computation of fully dilutive weighted average shares outstanding was approximately 1,826,791 for the three and nine months ended March 31, 2026.

The following is the calculation of income (loss) per share for the three months and nine months ended March 31, 2026 and 2025:

Significant Customers and Concentration of Credit Risk

Financial instruments that subject the Company to credit risk consist primarily of cash equivalents and trade accounts receivable. The Company places its investments with highly rated financial institutions. The Company has not experienced any losses on these investments to date.

The allowance for credit losses was $134,313 at March 31, 2026, and $66,833 at March 31, 2025.

During the nine months ended March 31, 2026, the Company increased the credit loss reserve by approximately $54,000. Management believes the allowance for credit losses, which is established based upon review of specific account balances and historical experience, is adequate at March 31, 2026.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

In assessing the likelihood of utilization of existing deferred tax assets, management has considered the historical results of operations and the current operating environment. Based on this evaluation, a full valuation reserve has been provided for the deferred tax assets.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions about how to allocate resources and assess performance. The Company’s chief decision-maker is its Chief Executive Officer. To date, the Company has viewed its operations and manages its business as principallyone segment. The chief operating decision maker assesses performance for thesingle reporting segment and decides how to allocate resources based on revenues, gross profit, and net income (loss) that also is reported on the income statement as revenues, gross profit, and net income (loss). The measure of segment assets is reported on the balance sheet as total assets.

Recent Accounting Pronouncements

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities (“ASU 2025-10”). ASU 2025-10 adds guidance on the recognition, measurement and presentation of government grants. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years, and permits modified prospective, modified retrospective, or full retrospective adoption. The Company has elected to early adopt the guidance effective for the fiscal year ended June 30, 2026.

Government Grants

The Company recognizes grants or subsidies from governments and other organizations as a receivable when it is probable that the Company will comply with any conditions associated with the grant arrangement and the grant will be received. The Company evaluates the conditions of each grant as of each reporting period to determine whether it is probable that the Company has met the conditions of each grant arrangement. Grants are recognized in the statements of operations on a systematic basis over the periods in which the Company recognized the related costs for which the grant is intended to compensate. The Company records grant receivables in the balance sheets in accounts receivable or other non-current assets, depending on when the amounts are expected to be received from the government agency.

During the quarter ended March 31, 2026, the Company recognized a reduction to expense of $224,544 related to grants within the statements of operations, all in cost of goods sold. As of March 31, 2026, the Company has $224,544 recorded as a government receivable, included in accounts receivable, which relates to personnel, direct costs and operating expenses to be reimbursed and received as cash. As of March 31, 2025, the Company hadno government receivable.

Derivative Financial Instruments

The Company evaluates warrants and other financial instruments to determine whether such instruments or embedded features qualify as derivatives to be accounted for separately in accordance with ASC 480,Distinguishing Liabilities from Equity, and ASC 815,Derivatives and Hedging. Warrants that do not meet the criteria for equity classification are recorded as liabilities at fair value and are remeasured at each reporting date until exercised, expired, modified, or otherwise settled. Changes in the fair value of warrant liabilities are recognized in other income (expense), net in the statements of operations.

Warrants that meet the criteria for equity classification, including the scope exception under ASC 815-10-15-74(a), are classified within stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met.

The Company reassesses the classification of warrants at each reporting date. As of March 31, 2026, the Company determined that all outstanding warrants qualified for equity classification.

Goodwill and Patents

Long-lived assets such as goodwill and patents are capitalized when acquired and reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. Impairment of the carrying value of long-lived assets such as goodwill and patents would be indicated if the best estimate of future undiscounted cash flows expected to be generated by the asset grouping is less than its carrying value. If an impairment is indicated, any loss is measured as the difference between estimated fair value and carrying value and is recognized in operating income or loss. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No such impairments of goodwill or patents have been estimated by management as of March 31, 2026. Amortization expense for the nine months ended March 31, 2026 and 2025 was $18,875 and $0, respectively.

Inventories are stated at the lower of cost (first-in, first-out) or market and consist of the following:

The inventory reserve was $409,999 and $272,894 at March 31, 2026 and June 30, 2025, respectively.

Bank Line of Credit

On October 4, 2021, the Company entered into a Loan Agreement with Main Street Bank of Marlborough, Massachusetts (the “Lender”), which provided for a $2,600,000 Term Loan and a $250,000 Revolving Line of Credit Loan Facility (the “Revolver”), which was increased to $500,000 effective May 17, 2022, and $1,250,000 effective June 2, 2023. Borrowings under the Revolver are limited by the borrowing base comprised of a percentage of accounts receivable and inventory and secured by all assets of the Company. Borrowings under the Revolver bear interest payable monthly at the prime lending rate plus 1.5% per annum and shall not be less than 4.75% per annum. Borrowings under the Revolver are due upon demand. There wereno borrowings under the Revolver at March 31, 2026.

The Company’s Loan Agreement with the Lender contains a minimum annual debt service coverage ratio covenant of 1.2x. The Company did not meet this annual debt service coverage ratio for the fiscal year ended June 30, 2024. The Company’s Lender agreed to waive compliance with such debt service ratio covenant for the period ending June 30, 2024. In addition to such waiver, the Lender and the Company entered into an amendment dated September 30, 2024 to that certain Term Loan dated October 4, 2021, as amended and that certain Promissory Note dated June 2, 2023 (collectively, the “Notes”) which amendments provided for a six-month period of interest only payments from October 15, 2024 through March 15, 2025 for the Notes. The Company commenced payments of principal and interest under the Notes beginning with the payments due on April 15, 2025, with a new amortization schedule for the remaining term for such Notes through their maturity date. On February 14, 2025, the Lender agreed to waive compliance with the annual debt service coverage ratio covenant for the fiscal year ending June 30, 2025, subject to a $30,000 waiver fee and the completion of an equity raise of at least $4,500,000 by February 24, 2025, which the Company satisfied on February 21, 2025. Any future advances are contingent on the Company achieving a minimum Debt Service Coverage ratio of 1.20x based on quarterly testing, which the Company was not in compliance with as of March 31, 2026.

There were no other changes to or modifications to the Loan Agreement or the Notes.

Long-Term Debt

Long-term debt consists of the following at March 31, 2026:

At March 31, 2026 principal payments due on the Term Loan Notes payable are as follows:

In March 2021 the Company entered into a five-year capital lease in the amount of $161,977 and in January 2020, the Company entered into a five-year capital lease for $47,750, both for manufacturing equipment. The fixed assets under capital lease obligations have been fully paid as of March 31, 2026.

On July 1, 2019 the Company entered into a three-year operating lease for its facility in El Paso, Texas, and in February 2022 the Company entered into an extension of the lease for an additional three years through June 2025. In May 2025, this lease was extended for an additional three years through May 2028. Remaining minimum lease payments at March 31, 2026 total $111,115. Total lease costs including base rent and common area expenses was $59,506 and $49,808 during the nine months ending March 31, 2026 and 2025, respectively. Included in the accompanying balance sheet at March 31, 2026 is a right-of-use asset of $100,030 and current and long-term operating lease liabilities of $43,468 and $57,805, respectively.

On May 15, 2025 the Company entered into an eight-year lease in South Portland, Maine with two five-year extension options. Remaining minimum lease payments at March 31, 2026 total $1,079,575. Total lease costs including base rent and common area expenses was $130,645 during the nine months ending March 31, 2026. The amount of variable lease payments is immaterial. Included in the accompanying balance sheet at March 31, 2026 is a right-of-use asset of $533,254 and current and long-term operating lease liabilities of $68,798 and $724,863, respectively. The applicable discount rate utilized for this lease at commencement was 9.0%.

On June 2, 2025 the Company entered into a seven-year operating lease in Littleton, Massachusetts with two five-year extension options.

Remaining minimum lease payments at March 31, 2026 total $2,588,721. Total lease costs including base rent and common area expenses was $213,189 during the nine months ending March 31, 2026. The amount of variable lease payments is immaterial. Included in the accompanying balance sheet at March 31, 2026 is a right-of-use asset of $1,737,807 and current and long-term operating lease liabilities of $202,063 and $1,748,933, respectively. The applicable discount rate utilized for this lease at commencement was 9.0%.

At March 31, 2026 future minimum lease payments under operating lease obligations are as follows:

The Company’s four facilities in Gardner, Massachusetts, which are used for offices, production and storage spaces are leased primarily on a tenant-at-will basis. Rent expense on these operating leases was $158,270 and $156,143 for the nine months ended March 31, 2026, and 2025, respectively.

Stock Options

The following table summarizes stock-based compensation expense for the three and nine months ended March 31, 2026 and 2025:

No compensation has been capitalized because such amounts would have been immaterial. There was $6,250 in common stock issued for employee services for the three months ended March 31, 2026 and $31,250 for the nine months ended March 31, 2026, respectively.

The following tables summarize stock option activity for the nine months ended March 31, 2026:

The aggregate intrinsic value of the Company’s in-the-money outstanding and exercisable options as of March 31, 2026 were both $509,147.

On March 27, 2026, the Company entered into an underwriting agreement for a public offering of 2,777,777 shares of common stock at a price of $3.60 per share. The underwriter exercised its over-allotment option in full at closing, resulting in 3,194,444 total shares issued. The offering closed on March 30, 2026. Net proceeds after underwriting discounts, commissions, and offering expenses were $10,630,678. The Company intends to use the net proceeds for working capital and general corporate purposes.

In connection with the public offering that closed on March 30, 2026, the Company issued to the underwriter warrants to purchase 159,722 shares of common stock at an exercise price of $4.21 per share. The warrants are immediately exercisable and expire on March 27, 2031. Each warrant is exercisable for one share of common stock.

The warrants were classified as equity instruments under ASC 815-40, as the warrants are indexed to the Company's own common stock and may be settled in shares at the Company's option without any obligation to net cash settle under any circumstances.

The fair value of the warrants on the issuance date of March 30, 2026 was approximately $342,687, determined using a Black-Scholes option pricing model with the following assumptions: stock price $4.20, exercise price $4.21, expected term of approximately 5 years, expected volatility of 54.8%, risk-free interest rate of 3.9%, and dividend yield of 0%. The fair value was recorded as an additional issuance cost and recognized as a reduction to additional paid-in capital, with an offsetting credit to additional paid-in capital — warrants outstanding. The net impact on total stockholders' equity was zero.

As of March 31, 2026, all 159,722 warrants remain outstanding and unexercised.

The Company determines revenue recognition for arrangements that we determine are within the scope of Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers,” or ASC 606, by performing the following five steps: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies the performance obligations. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract and determine those that are performance obligations and assesses whether each promised good or service is distinct based on the contract.

The Company disaggregates revenues by product and service types as it believes this best depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. Revenues are comprised of the following for the three and nine months ended March 31, 2026 and 2025:

Other selling costs to obtain and fulfill contracts are expensed as incurred due to the short-term nature of a majority of contracts. The Company extends terms of payment to its customers based on commercially reasonable terms for the markets of its customers, while also considering their credit quality. Shipping and handling costs charged to customers are included in revenue.

Revenue recognition policies for each of the four product and service types appear below.

Engineering Design Services

The Company enters into contractual agreements with its customers, including design services agreements, statements of work and receive purchase orders for development projects. These agreements provide costs on an estimated basis for the services the Company has agreed to provide. Engineering Design Services are rendered on a time and materials basis. The Company recognizes revenue as customers are invoiced for the actual engineering services provided in the period. Revenue is also recognized on materials purchased for development projects at the time of receipt. Engineering Design Services are provided on a best-efforts basis; no warranty is provided as there is no guarantee that the work will result in the attainment of the customer’s project objectives. The Company may obtain customer deposits in advance of rendering engineering design services. Customer deposits are treated as contractual liabilities until the terms of customer agreements are satisfied and are not a component of revenue.

Systems Manufacturing, Micro Optics Laboratory, Ross Optical Industries

The Company provides fixed price quotations to its customers and requires purchase orders for items manufactured and distributed through the Systems Manufacturing, Micro Optics Laboratory and Ross Optical Industries business units. Revenue is recognized at the time title passes to the customer based on the Company’s review of the customer contract, generally at the time of shipment from the Company’s facilities. Occasionally the Company may enter into “bill and hold” contractual arrangements where title is held by its customers while goods are stored at the Company’s facilities for the customer’s convenience.

Contract Assets and Liabilities

The nature of the Company’s products and services does not generally give rise to contract assets as it typically does not incur costs to fulfill a contract before a product or service is provided to a customer. The Company’s costs to obtain contracts are typically in the form of sales commissions paid to employees. The Company has elected to expense sales commissions associated with obtaining a contract as incurred as the amortization period is generally less than one year. These costs have been recorded in selling, general and administrative expenses. As of March 31, 2026, there were no contract assets recorded in the Company’s Balance Sheets.

The Company’s contract liabilities arise from unearned revenue received from customers at inception of contracts or where the timing of billing for services precedes satisfaction of our performance obligations. The Company generally satisfies performance obligations within one year from the contract’s inception date.

Contract liabilities, which are recorded in the Company’s Balance Sheets, and unearned revenue are comprised of the following: