STOCK TITAN
  1. Home
  2. Sec-filings
  3. OPTX
  4. [8-K] SYNTEC OPTICS HOLDINGS, INC. Reports Material Event

New auditor at Syntec Optics (NASDAQ: OPTX) inherits control weaknesses

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • The company discloses multiple material weaknesses in internal control over financial reporting, including lack of documented processes, weak reconciliation controls, insufficient related‑party and non‑routine transaction controls, and significant gaps in IT general and cyber security controls.

Filing Explained

The auditor transition includes an authorized handoff: CBIZ CPAs may discuss the disclosed internal-control weaknesses fully with successor Withum, which has been informed of those matters.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Auditor dismissal and appointment date August 19, 2026 Date the Audit Committee dismissed CBIZ CPAs and approved WithumSmith+Brown, PC as successor auditor
Fiscal year audited by CBIZ CPAs Year ended December 31, 2025 Period covered by CBIZ CPAs’ audit report referenced as having no adverse or qualified opinion
Upcoming interim review period Quarter ending September 30, 2026 First period for which WithumSmith+Brown, PC will review OPTX’s unaudited interim consolidated financial information
Next annual audit period Year ending December 31, 2026 Fiscal year for which WithumSmith+Brown, PC will audit OPTX’s consolidated financial statements
Exhibit letter date August 25, 2026 Date of CBIZ CPAs’ letter to the SEC filed as Exhibit 16.1
independent registered public accounting firm financial
"approved the dismissal of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
material weaknesses financial
"there were no reportable events ... except for the following material weaknesses in the Company’s internal control"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
internal control over financial reporting financial
"material weaknesses in the Company’s internal control over financial reporting"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
reportable events regulatory
"there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
SOC-1 reports technical
"the lack of controls around the review of SOC-1 reports and lack of cyber security related controls"

FAQ

What auditor change did SYNTEC OPTICS HOLDINGS, INC. (OPTX) announce?
The Audit Committee dismissed CBIZ CPAs P.C. as independent registered public accounting firm effective August 19, 2026 and appointed WithumSmith+Brown, PC as the new independent registered public accounting firm beginning with the quarter ending September 30, 2026 and the audit for the year ending December 31, 2026.

Did CBIZ CPAs issue a qualified opinion on OPTX’s 2025 financial statements?
No. CBIZ CPAs’ audit report on OPTX’s consolidated financial statements for the year ended December 31, 2025 contained no adverse opinion or disclaimer and was not qualified or modified as to uncertainty, audit scope, or accounting principles, according to the company’s disclosure.

Were there any disagreements between OPTX and CBIZ CPAs before the auditor change?
The company states that during the fiscal year ended December 31, 2025 and subsequent interim periods through August 19, 2026, there were no disagreements with CBIZ CPAs on accounting principles, financial statement disclosure, or auditing scope or procedure as defined in Item 304(a)(1)(iv) of Regulation S‑K.

What material weaknesses in internal controls did OPTX disclose?
OPTX reports material weaknesses including lack of formal internal control documentation, insufficient review of journal entries and segregation of duties, untimely reconciliations in key areas, inadequate controls over related‑party transactions and non‑routine transactions, and deficiencies in IT general controls, SOC‑1 report review, and cyber security controls.

Did OPTX previously consult WithumSmith+Brown, PC on accounting matters?
No. OPTX states that during the fiscal years ended December 31, 2025 and December 31, 2024, and through August 19, 2026, it did not consult Withum on the application of accounting principles, potential audit opinions, or any matters that were disagreements or reportable events under Item 304(a) of Regulation S‑K.

How are CBIZ CPAs and Withum involved regarding OPTX’s control weaknesses?
The Audit Committee discussed the reported material weaknesses with CBIZ CPAs, authorized CBIZ to respond fully to inquiries from WithumSmith+Brown, PC, and informed Withum of the material weaknesses and other internal‑control matters, authorizing full discussions between the two firms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0001866816 0001866816 2026-08-19 2026-08-19 0001866816 OPTX:CommonStockParValue0.0001PerShareMember 2026-08-19 2026-08-19 0001866816 OPTX:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember 2026-08-19 2026-08-19 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): August 19, 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 4.01. Changes in Registrant’s Certifying Accountant.

 

(a) Dismissal of CBIZ CPAs P.C.

 

On August 19, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Syntec Optics Holdings, Inc. (the “Company”) approved the dismissal of CBIZ CPAs P.C. (“CBIZ CPAs”) as the Company’s independent registered public accounting firm, effective as of August 19, 2026.

 

The audit report of CBIZ CPAs on the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

Disagreements

 

During the Company’s fiscal year ended December 31, 2025 and the subsequent interim periods, and through August 19, 2026, there were no disagreements, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, between the Company and CBIZ CPAs on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to CBIZ CPA’s satisfaction, would have caused CBIZ CPAs to make reference to the subject matter of the disagreement in connection with its report on the Company’s consolidated financial statements.

 

Reportable Events

 

During the applicable period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the following material weaknesses in the Company’s internal control over financial reporting:

 

●the lack of documentation of formal internal control process and controls, including lack of review of journal entries and segregation of duties;
   
●the lack of timely reconciliation controls in the areas of accounts payable, accrued legal expenses, and provision for income taxes;
   
●the lack of controls relating to identification and disclosure of related-party transactions;
   
●the lack of controls related to evaluation of non-routine transactions including financial instruments;
   
●the lack of necessary information technology (“IT”) general controls infrastructure in the areas of user access and program change-management due to insufficient documentation and training, and inadequate IT risk assessment process. Additionally, the lack of controls around the review of SOC-1 reports and lack of cyber security related controls.

 

 
 

 

The Audit Committee has discussed the subject matter of the foregoing reportable events with CBIZ CPAs. The Company has authorized CBIZ CPAs to respond fully to inquiries from WithumSmith+Brown, PC (“Withum”), the Company’s successor independent registered public accounting firm, concerning the subject matter of the foregoing reportable events.

 

The Company has provided CBIZ CPAs with a copy of the disclosures contained in this Item 4.01 and has requested that CBIZ CPAs furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether CBIZ CPAs agreed with the statements made by the Company herein concerning CBIZ CPAs and, if not, stating the respects in which it does not agree. A copy of CBIZ CPAs’ letter, dated August 25, 2026 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

(b) Engagement of WithumSmith+Brown, PC

 

On August 19, 2026, the Audit Committee approved the appointment of WithumSmith+Brown, PC (“Withum”) as the Company’s independent registered public accounting firm.

 

Withum’s engagement will commence with the review of the Company’s unaudited interim consolidated financial information for the quarter ending September 30, 2026 and will include the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2026.

 

During the Company’s fiscal years ended December 31, 2025 and December 31, 2024 and the subsequent interim period, and through August 19, 2026, neither the Company nor anyone acting on its behalf consulted Withum regarding:

 

(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

 

(ii) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto, or a reportable event, as described in Item 304(a)(1)(v) of Regulation S-K.

 

Withum has been informed of the material weaknesses and other internal-control matters described above and has been authorized to discuss such matters fully with CBIZ CPAs.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
16.1   Letter from CBIZ CPAs P.C. to the Securities and Exchange Commission, dated August 25, 2026.
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.  
   

Date: 

 August 25, 2026  
By: /s/ Dean Rudy  
Dean Rudy  
Chief Financial Officer  

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Other Documents