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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 22, 2026 (January 20, 2026)
SYNTEC
OPTICS HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41034 |
|
87-0816957 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
515
Lee Rd.
Rochester,
NY 14606
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
(585)
768-2513
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.0001 per share |
|
OPTX |
|
The
Nasdaq Capital Market |
| Redeemable
warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
|
OPTXW |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
January 20, 2026, Syntec Optics Holdings, Inc. (the “Company”) held
its Annual Meeting of Stockholders (the “Meeting”).
The matters voted on at the Meeting were: (i) the election of two directors to the Board of Directors to hold office until the 2028
annual meeting of stockholders; (ii) ratification of the appointment of CBIZ, Inc. as our independent registered public accounting
firm for the fiscal year ending December 31, 2025; (iii) approval of the grant of Restricted Stock Units (RSUs) pursuant to Section
6 of the 2023 Equity Incentive Plan, (iv) amendment to the Second Amended and Restated Certificate of Incorporation.,
and (v) consider any other business that may properly come before the meeting or any adjournment or postponement
thereof.
The
voting results for each item of business voted upon at the Meeting were as follows:
Votable Shares: 36,920,226
| 1. |
The
votes cast with respect to the proposal to elect the following Class II directors, Wally Bishop and Albert A. Manzone, as directors
of the Company to hold office until the 2028 annual meeting and until his or her successor has been duly elected and qualified, or,
if sooner, until the director’s death, resignation or removal, were as follows: |
| |
|
For |
|
Withhold |
| Wally
Bishop |
|
31,398,541 |
|
213,518 |
| Albert
A. Manzone |
|
31,514,689 |
|
97,370 |
The
stockholders elected each nominee to serve as a Class II director of the Company.
| 2. |
The
votes cast with respect to the proposal to ratify the appointment of CBIZ, Inc. as our independent registered public accounting firm
for the fiscal year ending December 31, 2025, were as follows: |
| For |
|
Against |
|
Abstain |
| 32,583,955 |
|
180,067 |
|
9,418 |
The
stockholders approved the proposal to ratify the appointment of CBIZ, Inc. as our independent registered public accounting firm.
| 3. |
The
votes cast with respect to the proposal to approve the grant of Restricted Stock Units (RSUs) pursuant to Section 6 of the 2023 Equity
Incentive Plan, were as follows: |
| For |
|
Against |
|
Abstain |
| 31,495,469 |
|
113,996 |
|
2,594 |
The
stockholders approved the proposal to grant RSUs.
| 4. |
The
votes cast with respect to the proposal to amend the Second Amended and Restated Certificate of Incorporation, were as follows: |
| For |
|
Against |
|
Abstain |
| 31,154,992 |
|
452,777 |
|
4,289 |
The
stockholders approved the proposal to amend the Second Amended and Restated Certificate of Incorporation.
| 5. |
The
votes cast with respect to the proposal to consider any other business that may properly come before the meeting or any adjournment
or postponement thereof, were as follows: |
| For |
|
Against |
|
Abstain |
| 31,437,144 |
|
456,852 |
|
4,446 |
The
stockholders approved the proposal to consider any other business that may properly come before the meeting or any adjournment or postponement
thereof.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
January 22, 2026
| Syntec
Optics Holdings, Inc. |
|
| |
|
|
| By: |
/s/
Al Kapoor |
|
| Name: |
Al
Kapoor |
|
| Title: |
Chairman
and Chief Executive Officer |
|
