false
0001866816
0001866816
2025-09-04
2025-09-04
0001866816
OPTX:CommonStockParValue0.0001PerShareMember
2025-09-04
2025-09-04
0001866816
OPTX:RedeemableWarrantsExercisableForCommonStockAtExercisePriceOf11.50PerShareSubjectToAdjustmentMember
2025-09-04
2025-09-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): Sept 4, 2025 (Aug 29, 2025)
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
Not
Applicable
(Former name or former address, if changed since last report)
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 common stock at an exercise price of $11.50 per share, subject to adjustment |
|
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
August 29, 2025, Syntec Optics Holdings, Inc. (the “Company”) received an additional delinquency notification letter
from the Nasdaq Listing Qualifications (“Nasdaq”) notifying the Company that because it has not filed Company’s Form
10-Q for the period ended June 30, 2025 and it remains delinquent in filing its Form 10-K for the period ended December 31, 2024 and
its Form 10-Q for the period ended March 31, 2025, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1).
Previously, Nasdaq had granted the
Company an exception until August 20, 2025, to file its delinquent Form 10-K for the year ended December 31, 2024 (the “Initial
Delinquent Filing”), and its delinquent Form 10-Q for the period ended March 31, 2025 (the “March 10-Q”). An additional
exception will be allowed to enable the Company to regain compliance with all delinquent filings, but only for a maximum of 180 calendar
days from the due date of the Initial Delinquent Filing, or October 13, 2025.
The Company is submitting to Nasdaq
an updated plan by September 5, 2025, to regain compliance with the filing requirement within the specified period. The update will be
as definitive as possible, including plans to file the Initial Delinquent Filing and the two 10-Qs, and detailing the progress the Company
has made. An audit committee meeting was held on September 4, 2025. The auditors presented the 10-K audit results and communication.
As a result, the audit committee approved the filing of the 10-K. A similar audit committee meeting has been scheduled for September 11,
2025, for the audit results and communication for the two 10-Qs. The company is targeting the filing of the 10-K and the two 10-Qs together
on September 15, 2025, to regain compliance.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits
| Exhibit |
|
|
| Number |
|
Description |
| |
|
|
| 99.1 |
|
Press
release dated September 04, 2025 |
| 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.
| |
SYNTEC
OPTICS HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Al Kapoor |
| Date:
September 4, 2025 |
Name: |
Al
Kapoor |
| |
Title: |
Chief
Executive Officer |
