FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
NEEDHAM INVESTMENT MANAGEMENT LLC

(Last) (First) (Middle)
250 PARK AVENUE, 10TH FLOOR

(Street)
NEW YORK NY 10117

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/27/2026
3. Issuer Name and Ticker or Trading Symbol
PRECISION OPTICS CORPORATION, INC. [ POCI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 1,670,550
D (1)
 
Common Stock, par value $0.01 per share 1,670,550
I (1)
By: Needham Investment Management L.L.C.
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported securities are directly owned by Needham Aggressive Growth Fund, an investment advisory client of Needham Investment Management, L.L.C. ("NIM"), a Delaware limited liability company that is registered as an investment adviser with the Securities and Exchange Commission, and may be deemed to be indirectly beneficially owned by: (i) NIM; and (ii) George A. Needham as President and CEO of NIM. NIM and George A. Needham disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or for any other purpose.
Remarks:
This Form 3 is being filed to correct and replace the Form 3 originally filed on 04/06/2026, which did not include George A. Needham as a Reporting Person due to him not having CIK codes.
Needham Investment Management L.L.C., By: /s/ James W. Giangrasso, Chief Financial Officer 05/06/2026
** Signature of Reporting Person Date
Needham Aggressive Growth Fund, By: /s/ James W. Giangrasso, Chief Financial Officer 05/06/2026
** Signature of Reporting Person Date
George A Needham, /s/ George A Needham 05/06/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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