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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.
Syntec Optics Holdings, Inc. is registering 1,937,984 shares of common stock in a primary offering of approximately $20,000,000 at an assumed price of $10.32 per share. The company has granted the underwriter a 30‑day option to purchase up to 290,697 additional shares.
Shares outstanding would increase from 36,994,164 to 38,858,210 (or 39,148,908 assuming full option exercise), resulting in immediate dilution of $9.59 per share to new investors. Net proceeds are estimated at about $18.6 million and are intended mainly for acquisitions or investments, with potential use for working capital, capital expenditures, and possible repayment of a subordinated shareholder note.
Syntec is a vertically integrated optics and photonics manufacturer serving defense, bio-medical, communications and consumer markets. Key risks include revenue concentration, supply chain and tariff exposure, substantial earnout and warrant overhang, material weaknesses in internal controls, Nasdaq continued listing risk, and the influence of its CEO, who beneficially holds a majority of voting power and allows the company to operate as a “controlled company” with reduced governance requirements.
Syntec Optics Holdings, Inc. describes a vertically integrated optics and photonics manufacturing platform serving defense, biomedical, consumer and communications markets, built around polymer, glass and metal optics, thin-film coatings, nanomachining and assembly from its 90,000 square-foot Rochester facility.
The company highlights competitive strengths in polymer-based optics, a small patent portfolio, long-standing OEM relationships and growth plans that include new end-markets and acquisitions. As of June 30, 2025, voting stock held by non-affiliates had an aggregate market value of about $8.0 million, and as of March 27, 2026, there were 36,994,164 common shares outstanding.
Syntec details significant leverage and banking relationships, including a $7.5 million revolving credit facility with M&T Bank, prior covenant breaches that were waived, repayment of term and equipment loans via a subordinated shareholder note, and total indebtedness of about $9.4 million as of December 31, 2025, while reporting covenant compliance at year-end.
Bishop Walter A. reported acquisition or exercise transactions in this Form 4 filing.
Syntec Optics Holdings, Inc. director Walter A. Bishop reported an award of 24,646 Restricted Stock Units on February 20, 2026. Each RSU represents a contingent right to receive one Class A common share at $4.06 and is fully vested, with shares provided to the transfer agent and subject to transfer and trading restrictions.
Following this grant, Bishop’s reported holdings include 25,000 Class A common shares and 101,966 RSUs, all held directly.
SYNTEC OPTICS HOLDINGS, INC. director Albert Manzone reported an equity compensation grant in the form of Restricted Stock Units. On February 20, 2026, he acquired 24,646 RSUs at a price of $0.00 per unit, classified as a grant, award, or other acquisition.
Each RSU represents a contingent right to receive one Class A common share at $4.06, is fully vested, and the related shares have been provided to the transfer agent, subject to transfer and trading restrictions. Following this grant, ownership reported includes 25,000 shares and 101,966 RSUs.