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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): July 14, 2026
OPTEX
SYSTEMS HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-41644 |
|
90-0609531 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
| 1420
Presidential Drive, Richardson, TX |
|
75081-2439 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (972) 644-0722
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 DFR 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 |
|
Name
of each exchange on which registered |
| Common
Stock |
|
OPXS |
|
NASDAQ
|
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
July 14, 2026, Optex Systems Holdings, Inc., a Delaware corporation (the “Company”), and its subsidiary, Optex Systems, Inc.,
a Delaware corporation (“Optex”, and with the Company, the “Borrowers”), entered into a master equipment
finance loan and security agreement (the “Master Agreement”) with Texas Capital Bank (the “Bank”). Under a related
interim funding addendum (the “Addendum”), the Bank provided interim funding of $246,783 (the “First Interim Loan”)
to cover the first installment of an installment purchase of an approximately $2.1 million high vacuum coating system. The First
Interim Loan is secured by the Borrowers’ interest in the coating system, and the Borrowers have the option of repaying the First
Interim Loan or converting it into a fixed or floating rate term loan under the Master Agreement upon delivery and acceptance of the
coating system, in full. The First Interim Loan incurs interest, payable monthly, at the secured overnight financing rate (or at the
Borrowers’ election, a base rate) plus 2.75%, and must be converted into a term loan under the Master Agreement or repaid on or
before January 10, 2027.
The
Company expects to finance the remaining installments of the purchase price for the coating system through additional secured funding
from the Bank under the Master Agreement, although the Bank is not obligated to provide such funding.
The
Master Agreement contains cross-default and cross-collateralization provisions, customary affirmative and negative covenants and events
of default, requires the Borrowers to maintain a fixed charge coverage ratio of at least 1.25:1 and a total leverage ratio of 3.00:1,
and permits the Bank to demand a prepayment indemnity.
The
foregoing summary of the Master Agreement and Addendum and the transactions contemplated thereby is qualified in its entirety by reference
to the text of such agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated by reference herein.
The Master Agreement and Addendum have been included to provide investors with information regarding their terms. The representations,
warranties and covenants contained in the Master Agreement were made only for purposes of the Master Agreement and as of specific dates,
were solely for the benefit of the parties to the Master Agreement, are subject to limitations agreed upon by the parties thereto, and
should not be relied upon by investors.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As
described in Item 1.01 above, on July 14, 2026, the Company entered into the Master Agreement and related Addendum. The terms disclosed
in Item 1.01 are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| |
(d) |
Exhibits: |
| |
|
|
| |
10.1 |
Master Equipment Finance Loan and Security Agreement, dated July 14, 2026, by and among Optex Systems Holdings, Inc., Optex Systems, Inc., and Texas Capital Bank. |
| |
10.2 |
Interim Funding Addendum, dated July 14, 2026, to the Master Equipment Finance Loan and Security Agreement, dated July 14, 2026, by and among Optex Systems Holdings, Inc., Optex Systems, Inc., and Texas Capital Bank. |
| |
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.
| |
Optex
Systems Holdings, Inc. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/
Chad George |
| |
|
Chad
George |
| |
Title: |
Chief
Executive Officer |
Date:
July 20, 2026
