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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): September 24, 2025 (September 24, 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.
As
previously disclosed on September 16, 2025, Syntec Optics Holdings, Inc. (the “Company”) is delayed in filing its Annual
Report on Form 10-K for the fiscal year ended December 31, 2024, and its Quarterly Reports on Form 10-Q for the quarters ended March
31, 2025 and June 30, 2025. NASDAQ 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’s
auditors have substantially completed their procedures for these periods. The remaining steps primarily relate to the final engagement
quality review of the forms, and final subject matter comments from national office QC. Once these reviews are finalized, the Company
anticipates that the remaining administrative tasks and approvals necessary to simultaneously file the Form 10-K and Form 10-Qs will
be concluded within two additional days. The Company is working diligently with its auditors on daily calls to complete the process as
soon as practicable and will promptly file the reports once the final steps are complete.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits
| Exhibit |
|
|
| Number |
|
Description |
| |
|
|
| 99.1 |
|
Press release dated September 24, 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 24, 2025 |
Name: |
Al
Kapoor |
| |
Title: |
Chief
Executive Officer |
