false
0001866816
0001866816
2026-04-28
2026-04-28
0001866816
OPTX:CommonStockParValue0.0001PerShareMember
2026-04-28
2026-04-28
0001866816
OPTX:RedeemableWarrantsExercisableForSharesOfCommonStockAtExercisePriceOf11.50PerShareMember
2026-04-28
2026-04-28
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): April 28, 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
1.01 | Entry
into a Material Definitive Agreement. |
On
April 28, 2026, Syntec Optics Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with H.C. Wainwright & Co., LLC (the “Representative”), as the representative
of the underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”)
of 2,857,142 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common
Stock”). The public offering price per Share was $7.00 and the Underwriters purchased the Shares pursuant to the Underwriting
Agreement at a price per Share of $6.58. Pursuant to the Underwriting Agreement, the Company also granted the Representative a 30-day
option to purchase up to an additional 428,571 shares of the Common Stock on the same terms as the Shares sold in the Offering. The Offering
is expected to close on April 30, 2026 (the “Closing Date”).
Aggregate
gross proceeds from the Offering are expected to be approximately $20 million, before deducting underwriting discounts and commissions
and estimated expenses payable by the Company. The Company intends to use the net proceeds from the Offering to acquire or invest in
complementary businesses, technologies, products or assets. We may also use a portion of the net proceeds from this offering for working
capital, capital expenditures and to optimize our capital structure including potential repayment of indebtedness, which may include
the that certain subordinated term note with its majority stockholder in in the principal amount of $1,268,732.49.
The
Underwriting Agreement additionally contains customary representations, warranties and covenants made by the Company, including an agreement
by the Company to not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common
Stock or Common Stock equivalents or file any registration statement or amendment or supplement thereto, for 90 days following the Closing
Date or (ii) effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common
Stock equivalents (or a combination of units thereof) involving a variable rate transaction for six months following the Closing Date,
subject to an exception. Additionally, each of the Company’s officers and directors have entered into lock-up agreements,
pursuant to which, subject to specified exceptions, they have agreed not to offer or transfer any securities of the Company during the
90-calendar day period following the Closing Date.
The
Underwriting Agreement also provides for customary indemnification by each of the Company and the Underwriters, severally and not jointly,
for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act of 1933,
as amended (the “Securities Act”), other obligations of the parties and termination provisions.
Pursuant
to an engagement agreement, dated as of April 22, 2026, by and between the Company and the Representative, the Company has agreed to
pay the Representative an underwriter discount equal to 6.0% of the aggregate gross proceeds raised in the Offering and to reimburse
the Representative for fees and expenses of legal counsel and other out-of-pocket expenses in an amount up to $25,000.
The
Offering is being made pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333- 295335), and previously
filed with the Securities and Exchange Commission on April 27, 2026, and declared effective on April 28, 2026, a preliminary prospectus
dated April 27, 2026, and a final prospectus dated April 28, 2026. The foregoing descriptions of the material terms of the Underwriting
Agreement do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement which is filed
as Exhibit 1.1 to this Current Report on Form 8-K and are incorporated herein by reference.
On
April 28, 2026, the Company issued a press release announcing the pricing of the Offering. A copy the press releases is attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
information in this Item 7.01 and Exhibit 99.1 are being furnished hereto and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor will it be incorporated by reference in any filing under the Securities Act or the Exchange Act,
except as expressly set forth by specific reference in such filing.
| Item
9.01 | Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated April 28, 2026, by and between Syntec Optics Holdings, Inc. and H.C. Wainwright & Co., LLC |
| 99.1 |
|
Press Release, dated April 28, 2026 (furnished pursuant to Item 7.01) |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL). |
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.
Dated:
April 30, 2026
| Syntec
Optics Holdings, Inc. |
|
| |
|
|
| By: |
/s/
Al Kapoor |
|
| Name: |
Al
Kapoor |
|
| Title: |
Chairman
and Chief Executive Officer |
|
Exhibit
99.1
Syntec
Optics Announces Pricing of $20 Million Underwritten Public Offering of Common Stock
ROCHESTER,
NEW YORK, April 28, 2026 (GLOBE NEWSWIRE) — Syntec Optics Holdings, Inc. (Nasdaq: OPTX) (“Syntec Optics”, “Syntec”,
or the “Company”), a leading provider of technology to defense tech and other vibrant end-markets, today announced the pricing
of an underwritten public offering of 2,857,142 shares of its common stock at a public offering price of $7.00 per share.
H.C.
Wainwright & Co. is acting as sole book-running manager for the offering.
In
addition, the Company granted the underwriter a 30-day option to purchase up to 428,571 additional shares of its common stock at the
public offering price, less the underwriting discounts and commissions.
The
offering is expected to close on or about April 30, 2026, subject to the satisfaction of customary closing conditions. The gross proceeds
of the offering are expected to be approximately $20 million, prior to deducting underwriting discounts and commissions and offering
expenses and excluding any exercise of the option to purchase additional shares. The Company intends to use the net proceeds from the
offering to acquire or invest in complementary businesses, technologies, products or assets and for working capital, capital expenditures
and to optimize the Company’s capital structure including potential repayment of indebtedness.
The
shares of common stock described above are being offered by the Company pursuant to a registration statement on Form S-1 (File No. 333-295335)
that was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on April 28,
2026. The offering is being made only by means of a prospectus. A preliminary prospectus relating to and describing the terms of the
offering has been filed with the SEC. Electronic copies of the preliminary prospectus and, when available, copies of the final prospectus
relating to the offering may be obtained for free by visiting the SEC’s website at www.sec.gov or by contacting H.C. Wainwright
& Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
About
Syntec Optics
Syntec
Optics Holdings, Inc. (Nasdaq: OPTX), headquartered in Rochester, NY, is one of the largest custom and diverse end-market optics and
photonics manufacturers in the United States. Operating for over two decades, Syntec Optics runs a state-of-the-art facility with extensive
core capabilities of various optics manufacturing processes, both horizontally and vertically integrated, to provide a competitive advantage
for mission-critical OEMs. As more products become light-enabled, Syntec Optics continues to add new product lines, including recent
Low Earth Orbit (LEO) satellite optics for communications, lightweight night-vision goggle optics for defense, biomedical optics for
diagnostics and surgery, and data center optics for Artificial Intelligence. According to SPIE, across the entire field of optics and
photonics, the monetary value of all light-enabled products and related services amounts to over 15% of worldwide economic output (nearly
$16 trillion of the total $106 trillion value of all finished goods and services produced worldwide in 2023). To learn more, visit www.syntecoptics.com.
Forward-Looking
Statements
This
press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including
statements as to the completion of the public offering, the satisfaction of customary closing conditions related to the public offering,
and the intended use of net proceeds from the public offering, are forward-looking statements. Some of these forward-looking statements
can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,”
“will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,”
“targets,” “projects,” “could,” “would,” “continue,” “forecast”
or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties,
and other factors (some of which are beyond the control of Syntec Optics), which could cause actual results to differ materially from
those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and
assumptions that, while considered reasonable by Syntec Optics and its management, as the case may be, are inherently uncertain and many
factors may cause the actual results to differ materially from current expectations which include, but are not limited to the risks and
uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in the registration statement on Form S-1 (File No. 333-295335) filed with the SEC. This filing identifies and addresses other important
risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein
will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue
reliance on forward-looking statements, which speak only as of the date they are made. Syntec Optics does not give any assurance that
Syntec Optics will achieve its expected results. Syntec Optics does not undertake any duty to update these forward-looking statements
except as otherwise required by law.
For
further information, please contact:
Investor
Relations
InvestorRelations@syntecoptics.com
