Precision Optics Corporation, Inc. (NASDAQ:POCI) (the “Company”), a leading designer and manufacturer of advanced optical instruments for the medical and defense industries, today announced that it has entered into definitive agreements with institutional and accredited investors for the purchase and sale of 420,000 shares of the Company’s common stock pursuant to a private placement, resulting in gross proceeds of approximately $2.52 million before deducting placement agent commissions and other estimated offering expenses. The closing of the offering is expected to occur on or about June 20, 2023, subject to the satisfaction of customary closing conditions. The definitive agreements contain a representation from the Company to the effect that there have been no material adverse developments with respect to the Company since the date of filing of its most recent report on Form 10-Q.
A.G.P./Alliance Global Partners is acting as the sole placement agent for the private placement.
The offer and sale of the foregoing securities is being made in a transaction not involving a public offering, and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investors, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) covering the resale of the shares of common stock to be issued to the investors no later than 30 days after the closing and to use commercially reasonable efforts to have the registration statement declared effective as promptly as practicable thereafter, and in any event no later than 90 days after the filing of the initial registration statement in the event of a “full review” by the SEC.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
