SYNTEC OPTICS HOLDINGS, INC. (OPTX) SEC Filings

Syntec Optics Holdings, Inc. (OPTX) reported that its Audit Committee dismissed CBIZ CPAs P.C. as independent registered public accounting firm on August 19, 2026, and concurrently approved the appointment of WithumSmith+Brown, PC as successor auditor starting with the quarter ending September 30, 2026 and the audit for 2026.

The company states that CBIZ CPAs’ audit report on the consolidated financial statements for the year ended December 31, 2025 contained no adverse opinion, disclaimer, or qualification, and that there were no disagreements on accounting principles, financial disclosure, or audit scope, and no reportable events other than disclosed material weaknesses in internal control over financial reporting, including lack of formal control documentation, inadequate reconciliations, related-party controls, non‑routine transaction controls, and IT general controls, cyber security, and SOC‑1 review controls.

Syntec Optics Holdings reported net sales of $8.27 million for the quarter ended June 30 2026, up 26% from the prior-year quarter, driven by growth across communication, consumer, defense and medical end-markets. Quarterly net income was $0.26 million, compared with a loss of $0.34 million a year earlier, though the company posted a six‑month net loss of $0.64 million as higher material costs and a weak first quarter reduced gross margin to 21% year‑to‑date.

Cash increased to $14.05 million as of June 30 2026, supported by an underwritten public offering totaling 3,285,713 shares of common stock that generated about $21.4 million in net proceeds. Syntec used roughly $6.8 million to repay and cancel its M&T Bank line of credit, lowering total liabilities to $8.36 million and leaving stockholders’ equity at $30.48 million.

Subsequent to quarter-end, Syntec filed a resale registration covering up to 30,706,090 already outstanding shares held by selling stockholders, including senior leaders, from which it will receive no proceeds. Management disclosed multiple material weaknesses in internal control over financial reporting and outlined remediation efforts, while highlighting recent inclusion of the common stock in the Russell 3000® Index.

Syntec Optics Holdings, Inc. has registered up to 30,706,090 shares of Class A common stock for resale by existing stockholders, primarily its Chairman and CEO, under a registration rights agreement tied to its 2023 business combination. All shares are already outstanding, and selling stockholders will receive all sale proceeds; Syntec is not issuing new shares. As of June 17, 2026, 40,279,878 shares of common stock were outstanding, and the CEO beneficially owned 30,631,090 shares, about 76% of the total, leaving Syntec a “controlled company” under Nasdaq rules.

Key risks highlighted include potential stock price pressure from large resales at low original acquisition prices, customer concentration (three customers generated 53% of revenue in the quarter ended March 31, 2026), supply-chain and tariff exposure, the capital-intensive nature of the business, and material weaknesses in internal control over financial reporting. Syntec also notes past Nasdaq filing delinquency issues that were cured and discloses 14,107,988 public warrants outstanding at an exercise price of $11.50 per share, which could dilute existing holders if exercised.

Syntec Optics Holdings, Inc. is registering up to 30,706,090 shares of Class A common stock for resale by existing stockholders, primarily its chairman and CEO and certain directors. All shares are already outstanding, and the company will not receive proceeds from these sales.

As of June 17, 2026, shares outstanding were 40,279,878, and the CEO beneficially owns 30,631,090 shares, about 76% of the common stock and approximately 99.8% of the shares covered here, giving him controlled company status under Nasdaq rules. Syntec is an emerging growth and smaller reporting company.

The business is a vertically integrated manufacturer of precision optics and photonics serving defense, biomedical, communications, and consumer markets, with a nearly 90,000 square foot facility and proprietary operating frameworks. Key risks highlighted include potential stock overhang from this large resale, heavy revenue concentration with three customers providing 53% of revenue for the quarter ended March 31, 2026, existing material weaknesses in internal control over financial reporting, prior Nasdaq filing delinquency notices, supply chain and tariff exposure, and dilution risk from 14,107,988 public warrants exercisable at $11.50 per share.

Syntec Optics Holdings, Inc. reported weaker results for the quarter ended March 31, 2026, with net sales of $6.5 million versus $7.1 million a year earlier and gross margin compressing to 15% from 33%. The company swung to a net loss of $897,857, compared with net income of $323,665 in the prior-year quarter, as cost of goods sold rose to 85% of sales, driven in part by higher material costs, particularly aluminum.

Adjusted EBITDA was a loss of $96,080, down from positive $1.39 million a year ago. Subsequent to quarter-end, Syntec completed an underwritten public offering of 2,857,142 shares at $7.00 per share, plus an additional 428,571 shares from the underwriter’s option, generating aggregate net proceeds of about $21.5 million. The company used part of this cash to fully repay its $6.8 million revolving line of credit with M&T Bank and obtained a waiver of covenant breaches as of March 31, 2026; the $7.5 million facility now matures on June 30, 2027 and requires minimum liquidity of $7.5 million with M&T.

As of March 31, 2026, Syntec held $617,007 in cash and $23.5 million in total assets, with total liabilities of $14.8 million. The company continues to report multiple material weaknesses in internal control over financial reporting and has outlined remediation steps including stronger governance, added staffing, and more formalized processes.

Syntec Optics Holdings, Inc. filed an amendment to its annual report to add the full Part III disclosures on directors, executive compensation, security ownership, related-party transactions and principal accountant fees. The company confirms it is a Nasdaq-listed controlled company, with Al Kapoor serving as Chairman and Chief Executive Officer.

The filing describes three independent directors, fully constituted audit, compensation, and nominating committees, and a code of ethics and insider trading policy. It outlines a pay program focused on salary, potential bonuses and future equity awards, and discloses highly concentrated ownership, with insiders holding the vast majority of outstanding common shares.

Syntec Optics Holdings, Inc. is offering 2,857,142 shares of Class A common stock at a public offering price of $7.00 per share, with gross proceeds of approximately $20.0 million and expected net proceeds of approximately $18.6 million. The offering is underwritten on a firm commitment basis with a 30-day option to purchase up to an additional 428,571 shares (up to 15%).

The prospectus states the Company intends to use net proceeds to acquire or invest in complementary businesses, technologies, products or assets, and for working capital, capital expenditures, and potential repayment of indebtedness. Shares outstanding after the offering are presented in the prospectus as 39,851,306 shares (40,279,877 shares if the underwriter option is exercised in full).

Syntec Optics Holdings, Inc. entered an underwriting agreement for a primary public offering of 2,857,142 shares of common stock at $7.00 per share, raising expected gross proceeds of about $20 million before fees and expenses. Underwriters will purchase the shares at $6.58 per share and hold a 30‑day option to buy up to 428,571 additional shares on the same terms.

The company plans to use net proceeds to acquire or invest in complementary businesses, technologies, products or assets, and also for working capital, capital expenditures and potential debt repayment, including a subordinated term note of about $1.27 million. Syntec agreed to a 90‑day lock-up on new equity issuances and a six‑month restriction on variable rate equity transactions, while officers and directors signed 90‑day lock-up agreements on their holdings.