[8-K] SYNTEC OPTICS HOLDINGS, INC. Reports Material Event

Rhea-AI Filing Summary

Syntec Optics Holdings (OPTX) reported a change in its independent auditor. On October 10, 2025, Marcum LLP resigned, and the Audit Committee approved the engagement of CBIZ CPAs P.C. as the new independent registered public accounting firm.

Marcum’s audit reports for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain adverse opinions or disclaimers, and the company states there were no disagreements with Marcum on accounting principles, disclosure, or audit scope through October 10, 2025. The filing reiterates previously disclosed material weaknesses from the 2024 Form 10‑K, including gaps in formal controls documentation and review, segregation of duties, timely reconciliations, revenue classification, related‑party disclosures, fair value methodology for a contingent earnout, IT general controls (user access and change management), SOC‑1 review, cybersecurity controls, lease accounting under ASC 842, and stock‑based compensation identification and accounting. Marcum provided a concurrence letter as Exhibit 16.1.

Insights

Audit & Controls Analyst

Auditor change with no disagreements; prior control weaknesses reiterated.

Syntec Optics disclosed that Marcum LLP resigned on October 10, 2025, and the Audit Committee engaged CBIZ CPAs P.C. the same day. The company states Marcum’s reports for 2024 and 2023 contained no adverse opinions or disclaimers, and there were no disagreements on accounting principles, disclosure, or audit procedures through the resignation date.

The filing restates multiple material weaknesses from the 2024 Form 10‑K spanning control documentation and reviews, segregation of duties, reconciliations, revenue classification, related‑party disclosure, valuation for a contingent earnout, and IT general controls (user access and change management), plus SOC‑1 review, cybersecurity, lease accounting under ASC 842, and stock‑based compensation. The business impact depends on remediation progress and future audit assessments as disclosed in subsequent filings.

A Marcum concurrence letter is included as Exhibit 16.1, supporting the company’s statements about the resignation and lack of disagreements.

false 0001866816 0001866816 2025-10-10 2025-10-10 0001866816 OPTX:CommonStockParValue0.0001PerShareMember 2025-10-10 2025-10-10 0001866816 OPTX:RedeemableWarrantsExercisableForCommonStockAtExercisePriceOf11.50PerShareSubjectToAdjustmentMember 2025-10-10 2025-10-10 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): October 10, 2025 (October 10, 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 4.01 Changes in Registrant’s Certifying Accountant

On November 1, 2024, CBIZ CPA’s P.C. acquired the attest business of Marcum LLP (“Marcum”). On October 10, 2025, Marcum informed Syntec Optics Holdings, Inc. (the “Company”) and as the Audit Committee of the Board of Directors approved, that Marcum resigned as the Company’s independent registered public accounting firm.

Neither of Marcum’s reports on the consolidated financial statements of the Company for either of the past two fiscal years ended December 31, 2024 and December 31, 2023 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to audit scope, or accounting principles.

During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through October 10, 2025, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through October 10, 2025, there were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses described in Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 related to the lack of documentation of formal internal control process and controls including lack of review of journal entries, lack of necessary corporate accounting resources to maintain adequate segregation of duties, lack of timely reconciliation controls in the areas of classification of revenue, accounts payable, accrued legal expenses, provision for income taxes, and inventory, lack of controls related to proper cut-off of costs of goods sold and general and administrative expenses, lack of control related to identification and disclosure of related party transactions, lack of control related to proper fair value methodology utilized for valuation of complex financial instrument in connection with contingent earnout arrangement, lack of the 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, we lack controls around the review of SOC-1 reports and lack of cybersecurity-related controls, lack of control related to the evaluation and calculation of finance leases in accordance with Accounting Standards Codification 842-20-25-1a, and lack of control related to the identification of stock-based compensation agreements and related accounting for and disclosure of such agreements.

The Company has provided Marcum with a copy of the above disclosures prior to this filing with the Securities and Exchange Commission (the “Commission”). A letter to the Commission, dated October 10, 2025, from Marcum, regarding its concurrence with the statements made by the Company in this current report concerning the dismissal of Marcum as the Company’s independent registered public accounting firm, is attached as Exhibit 16.1 hereto.

On October 10, 2025, the Company, with the approval of the Audit Committee of the Board of Directors and the Board of Directors, engaged CBIZ CPAs P.C. as the Company’s independent registered public accounting firm.

During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023 and the subsequent interim period through October 10, 2025, neither the Company nor anyone on its behalf has consulted with CBIZ CPAs P.C. with respect to either(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 CBIZ CPAs P.C. 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 Item304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit
Number		Description
16.1		Letter from Marcum LLP dated October 10, 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: October 10, 2025	Name:	Al Kapoor
	Title:	Chief Executive Officer

FAQ

What did Syntec Optics (OPTX) announce regarding its auditor?

On October 10, 2025, Marcum LLP resigned, and the Audit Committee approved hiring CBIZ CPAs P.C. as Syntec Optics’ independent auditor.

Were there disagreements between Syntec Optics (OPTX) and Marcum LLP?

The company states there were no disagreements with Marcum on accounting principles, disclosures, or audit scope through October 10, 2025.

Did Marcum issue adverse opinions on OPTX’s 2023 or 2024 financials?

No. Marcum’s reports for the years ended December 31, 2024 and December 31, 2023 contained no adverse opinions or disclaimers.

What control issues has Syntec Optics (OPTX) disclosed?

The company previously disclosed material weaknesses including control documentation and reviews, segregation of duties, reconciliations, revenue classification, related‑party disclosures, valuation methods, and IT general controls.

Is there supporting documentation from Marcum in the filing?

Yes. A Marcum LLP concurrence letter dated October 10, 2025 is included as Exhibit 16.1.

What are OPTX’s exchange listings and tickers?

Common stock trades on Nasdaq as OPTX; redeemable warrants trade as OPTXW.