UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)



☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended June 30, 2023



or



☐ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from __________   to
__________



Commission File Number 001-10647



PRECISION OPTICS CORPORATION, INC.

(Exact name of registrant as specified in its
charter)



|Massachusetts                     | 04-2795294         
|--------------------------------- | -------------------
|(State or other jurisdiction      | (I.R.S. Employer   
|of incorporation or organization) | Identification No.)



22 East Broadway

Gardner, Massachusetts 01440

(Address of principal executive offices) (Zip
Code)



(978) 630-1800

(Registrant’s telephone number, including
area code)



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                  |  | Nasdaq                                       



Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No



Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ☐ Yes ☒ No



Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No



Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). ☒ Yes ☐ No



Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:



|Large accelerated filer ☐ | Accelerated filer ☐        
|------------------------- | ---------------------------
|Non-accelerated filer ☒   | Smaller reporting company ☒
|                          | 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. ☐



Indicate by check mark whether
the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report. ☐



If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐



Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐



Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act. ☐ Yes ☒ No





The aggregate market value
of the voting and non-voting common stock held by non-affiliates of the registrant on June 30, 2023 was approximately $28,343,118
based on a total of 4,608,637 shares of the registrant’s common stock held by non-affiliates on June 30, 2023, at the closing price
of $6.15 per share, as reported on Nasdaq on June 30, 2023.



The number of shares of
outstanding common stock of the registrant as of September 22, 2023 was 6,066,518.



Documents incorporated by reference: None.













EXPLANATORY NOTE



On September 28, 2023, Precision Optics Corporation,
Inc. filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “Original Form 10-K”). The purpose
of this Amendment No. 1 to the Original Form 10-K is to amend and restate Part II, Item 9A, which contained an inadvertent typographical
error. No other items in the Original Form 10-K are being amended and this Amendment does not reflect any events occurring after the
filing of the Original Form 10-K.



In addition, as required by Rule 12b-15 under
the Securities Exchange Act of 1934 (the “Exchange Act”), we are filing as exhibits to this Amendment new certifications
by our principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002, pursuant to Rule
13a-14(a) or 15d-14(a) of the Exchange Act; however, paragraph 3 of the certifications has been omitted because this Amendment does not
include financial statements. We are not including certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley Act of 2002) because this Amendment does not include financial statements.























PART II



ITEM 9A.    CONTROLS AND PROCEDURES.



Management’s Evaluation of Disclosure Controls and Procedures



Our Chief Executive Officer and our Chief Financial
Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report
on Form 10-K. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure
controls and procedures, including internal control over financial reporting, were effective as of June 30, 2023, to ensure the information
we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (i) is recorded, processed,
summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated
and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. Our disclosure controls and procedures are intended to be designed to provide reasonable assurance
that such information is accumulated and communicated to our management. Based on this evaluation, our management concluded that our internal
control over financial reporting was effective as of June 30, 2023.



Changes in Internal Control over Financial
Reporting



There has been no change in our internal control
over financial reporting that occurred during the fiscal year covered by this Annual Report on Form 10-K that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.























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PART IV



ITEM 15.     EXHIBITS, FINANCIAL STATEMENT
SCHEDULES.



|a. | Documents filed as part of this
    report
|-- | ------------------------------------------



The following documents are filed as part of this Annual Report
on 10-K:



|1. | FINANCIAL STATEMENTS
|-- | --------------------



Reference is made to the Index to Financial Statements filed in
Part II, Item 8 hereof.



|2. | FINANCIAL STATEMENT SCHEDULES
|-- | -----------------------------



All financial statement schedules have been omitted as they are not
required, not applicable, or the required information is otherwise included.



|b. | Exhibits
|-- | --------



The exhibits listed below are filed as a part of this Amendment
No. 1 to the Original Form 10-K.





|Exhibit |  | Description                                                                                            
|------- |  | -------------------------------------------------------------------------------------------------------
|        |  |                                                                                                        
|        |  |                                                                                                        
|31.1*   |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |  |                                                                                                        
|31.2*   |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |  |                                                                                                        
|104     |  | Cover Page Interactive
    Data File (embedded within the Inline XBRL document)                        



|* |  | Filed Herewith.
|- |  | ---------------









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SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



|                        | PRECISION OPTICS CORPORATION, INC.
|----------------------- | ----------------------------------
|                        |                                   
|                        |                                   
|Date: February 28, 2024 | By:                               
|                        |                                   
|                        |                                   
|                        |                                   































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