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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): 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 |
