Filing Analysis
Syntec Optics Holdings, Inc. has dismissed its independent auditor, CBIZ CPAs P.C., and appointed WithumSmith+Brown, PC as its successor. The dismissal is accompanied by the disclosure of several material weaknesses in the company's internal control over financial reporting.
🚩 Red Flags
- Auditor change combined with disclosure of material weaknesses.
- Material weakness: Lack of documentation for formal internal control processes (journal entries and segregation of duties).
- Material weakness: Lack of timely reconciliation controls (accounts payable, accrued legal expenses, and income taxes).
- Material weakness: Lack of controls relating to identification and disclosure of related-party transactions.
- Material weakness: Lack of controls for evaluating non-routine transactions/financial instruments.
- Material weakness: Inadequate IT general controls (user access, program change-management, and cyber security controls).
📋 Key Facts
- Dismissal of CBIZ CPAs P.C. effective August 19, 2026.
- Appointment of WithumSmith+Brown, PC as the new independent registered public accounting firm.
- Withum will begin reviewing unaudited interim financial information for the quarter ending September 30, 2026.
- The company reported no disagreements with the outgoing auditor regarding accounting principles or auditing scope.
Syntec Optics Holdings, Inc. entered into an underwriting agreement for a $20 million public offering of 2,857,142 shares at $7.00 per share. The company intends to use the proceeds for acquisitions, working capital, and the potential repayment of a $1.27 million note held by its majority stockholder.
🚩 Red Flags
- Potential related-party transaction: Use of proceeds includes repayment of a $1.27M debt to a majority stockholder.
- Significant dilution for existing shareholders through the issuance of over 2.8 million new shares.
📋 Key Facts
- Public offering of 2,857,142 shares of common stock at $7.00 per share.
- Gross proceeds of approximately $20 million before expenses.
- H.C. Wainwright & Co., LLC acting as the representative of the underwriters.
- Underwriters granted a 30-day option to purchase up to 428,571 additional shares.
- Proceeds may be used to repay a $1,268,732.49 subordinated term note with the company's majority stockholder.
- Officers and directors are subject to a 90-day lock-up agreement.
- Underwriter discount set at 6.0% of aggregate gross proceeds.
Syntec Optics Holdings, Inc. reported the results of its Annual Meeting of Stockholders held on January 20, 2026. The meeting resulted in the election of two directors and approval of several key corporate matters including auditor ratification and equity incentive plans.
📋 Key Facts
- Annual Meeting held on January 20, 2026.
- Wally Bishop and Albert A. Manzone were elected to the Board of Directors (Class II) until the 2028 annual meeting.
- Stockholders ratified CBIZ, Inc. as the independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- Approval granted for the issuance of Restricted Stock Units (RSUs) under the 2023 Equity Incentive Plan.
- Amendment to the Second Amended and Restated Certificate of Incorporation was approved.
- Total votable shares at meeting: 36,920,226.
Syntec Optics Holdings, Inc. reports that it has regained compliance with Nasdaq's periodic filing requirements following multiple deficiency notices issued earlier in 2025.
🚩 Red Flags
- History of multiple delisting deficiency notices (three separate notifications in a single year).
📋 Key Facts
- Nasdaq notified the company on April 16, May 28, and August 29, 2025, regarding failure to meet periodic filing requirements.
- The Company filed its Form 10-K and 10-Qs on October 6, 2025.
- Nasdaq staff determined the company has regained compliance as of this filing.
Syntec Optics Holdings, Inc. announced the resignation of its independent auditor, Marcum LLP, and the appointment of CBIZ CPAs P.C. as its new auditor effective October 10, 2025.
🚩 Red Flags
- Auditor change (Marcum LLP resigned).
- Extensive list of material weaknesses in internal controls, including lack of documentation for journal entries, inadequate segregation of duties, and insufficient IT general controls.
- Lack of controls related to identification and disclosure of related party transactions.
- Inadequate cybersecurity-related controls and SOC-1 report review processes.
📋 Key Facts
- Marcum LLP resigned as the Company's independent registered public accounting firm on October 10, 2025.
- CBIZ CPAs P.C. has been engaged as the new independent auditor.
- The company reported no disagreements with Marcum regarding accounting principles or auditing scope.
- The company disclosed significant reportable events involving material weaknesses in internal controls identified in the FY2024 10-K and subsequent interim periods.
Syntec Optics Holdings, Inc. issued an 8-K to announce the release of its financial results for multiple periods ending June 30, 2025. The filing serves as a formal announcement of earnings and operational updates via press release.
📋 Key Facts
- The company announced financial results for Q4/FY ended Dec 31, 2024; Q1 ended March 31, 2025; and Q2 ended June 30, 2025.
- Reporting date of the earliest event is October 3, 2025.
- The filing includes an exhibit (99.1) containing the press release with detailed financial data.
Syntec Optics Holdings, Inc. reports a significant delay in filing its 10-K for FY2024 and 10-Qs for Q1 and Q2 of 2025. The company is currently operating under a NASDAQ exception that expires on October 13, 2025.
🚩 Red Flags
- Delisting risk: The NASDAQ exception expires in less than two weeks (October 13, 2025).
- Reporting delinquency: Failure to file annual and quarterly reports is a major compliance failure.
- Potential for severe liquidity or internal control issues causing the audit delay.
📋 Key Facts
- Fiscal year 2024 Form 10-K has been delayed.
- Quarterly reports for periods ended March 31, 2025, and June 30, 2025, have been delayed.
- NASDAQ exception is granted until October 13, 2025, to remedy the filing delays.
- Auditors have substantially completed procedures; engagement quality review is nearing completion.
- The company anticipates a simultaneous release of all three missing reports.
Syntec Optics Holdings, Inc. reports significant delays in filing its 2024 Annual Report (10-K) and the first two quarters of 2025 (10-Qs). The company is currently operating under a NASDAQ exception to regain compliance by October 13, 2025.
🚩 Red Flags
- Delinquent financial filings (10-K and multiple 10-Qs) create significant transparency risk.
- Imminent deadline of October 13, 2025, to avoid delisting if compliance is not met.
- The company is an 'Emerging Growth Company,' which often correlates with higher volatility in micro-cap contexts.
📋 Key Facts
- Delayed filing of Form 10-K for fiscal year ended December 31, 2024.
- Delayed filing of Form 10-Q for quarters ended March 31, 2025, and June 30, 2025.
- NASDAQ exception granted to regain compliance by October 13, 2025 (maximum 180 days from initial delinquency).
- Auditors have substantially completed procedures; delays are attributed to final engagement quality reviews and national office QC comments.
- Company anticipates filing all delinquent reports within two additional days once administrative tasks are finalized.
Syntec Optics Holdings received an additional delinquency notification from Nasdaq due to failure to file its 2024 Form 10-K and two subsequent 10-Qs. The company is currently working with auditors to target a mass filing of all delinquent reports by September 15, 2025.
🚩 Red Flags
- Delisting risk: Multiple delinquent periodic reports (one annual, two quarterly).
- Failure to meet previous Nasdaq exception deadline of August 20, 2025.
- Significant reporting lag indicating potential internal control or auditor issues.
📋 Key Facts
- Received additional delinquency notification from Nasdaq on August 29, 2025.
- Delinquent filings include: Form 10-K for year ended Dec 31, 2024; Form 10-Q for period ended March 31, 2025; and Form 10-Q for period ended June 30, 2025.
- Nasdaq has granted a maximum extension to regain compliance by October 13, 2025 (180 days from the original due date of the initial delinquent filing).
- The Audit Committee approved the filing of the 10-K on September 4, 2025.
- Company targets a simultaneous filing of the 10-K and two 10-Qs on September 15, 2025.
Syntec Optics Holdings, Inc. received a delinquency notification from Nasdaq due to failure to file its Form 10-K for the period ended December 31, 2024, and its Form 10-Q for the period ended March 31, 2025. The company has until June 16, 2025, to submit a plan to regain compliance.
🚩 Red Flags
- Delisting notice/Non-compliance with Nasdaq listing rules.
- Failure to file mandatory periodic financial reports (Form 10-K and 10-Q).
- Imminent deadline (June 16, 2025) to submit a compliance plan.
📋 Key Facts
- Received delinquency notification from Nasdaq on May 28, 2025.
- Non-compliance with Nasdaq Listing Rule 5250(c)(1) due to failure to file Form 10-K (FY ended Dec 31, 2024).
- Non-compliance due to failure to file Form 10-Q (period ended March 31, 2025).
- Deadline to submit a compliance plan is June 16, 2025.
- Potential grace period of up to 180 days from the filing's due date or until October 13, 2025, if a plan is accepted.
Syntec Optics Holdings, Inc. received a delinquency notification from Nasdaq due to failure to file its Form 10-K for the fiscal year ended December 31, 2024. The company has 60 days to submit a compliance plan and must regain compliance by October 13, 2025.
🚩 Red Flags
- Delisting notice/Non-compliance with timely filing requirements
- Failure to file annual Form 10-K (indicates potential internal control or financial reporting issues)
- Risk of being delisted from Nasdaq if compliance is not regained by October 2025
📋 Key Facts
- Received Nasdaq delinquency letter on April 16, 2025.
- Non-compliance with Nasdaq Listing Rule 5250(c)(1) regarding timely filing of periodic financial reports.
- The company has not yet filed its Form 10-K for the year ended December 31, 2024.
- Company has 60 calendar days to submit a plan to regain compliance.
- Potential exception period granted by Nasdaq could extend up to October 13, 2025.
Syntec Optics Holdings, Inc. announced the resignation of Joseph Mohr from its Board of Directors effective March 21, 2025. Notably, the resignation was triggered by a disagreement with the Company regarding operations, policies, and practices.
🚩 Red Flags
- Disagreement with management/board regarding operations, policies, and practices (standard red flag for governance instability).
- Resignation of a director under contentious circumstances often precedes further volatility or internal turmoil.
- The filing is an 8-K/A (Amendment), indicating previous information may have required correction or supplementation.
📋 Key Facts
- Joseph Mohr resigned from the Board of Directors on March 21, 2025.
- The resignation is due to a disagreement with the Company over 'matters relating to the Company’s operations, policies, and practices'.
- The Board accepted the resignation on March 25, 2025.
- The filing includes both Mohr's resignation letter and a response from Mohr dated March 26, 2025.
Joseph Mohr resigned from the Board of Directors effective March 21, 2025. Notably, his resignation was due to a disagreement with the Company regarding operations, policies, and practices.
🚩 Red Flags
- Disagreement with management/board regarding operations and policies (Item 5.02 disclosure)
- Potential governance instability or internal conflict indicated by the nature of the departure
📋 Key Facts
- Joseph Mohr resigned from the Board of Directors on March 21, 2025.
- The resignation is explicitly attributed to a 'disagreement with the Company on matters relating to the Company’s operations, policies, and practices.'
- The Board accepted the resignation on March 25, 2025.
- The company is an emerging growth company.
Syntec Optics Holdings, Inc. held its Annual Meeting of Stockholders on December 20, 2024. The meeting resulted in the election of two directors, ratification of Marcum LLP as independent auditors, and approval of an equity incentive plan.
📋 Key Facts
- Annual Meeting held on December 20, 2024.
- Elected Brent Rosenthal and Dean Rudy to the Board of Directors (Class I) until 2027.
- Ratified Marcum LLP as independent registered public accounting firm for fiscal year ending Dec 31, 2024.
- Approved the grant of Restricted Stock Units (RSUs) under the 2023 Equity Incentive Plan.
Syntec Optics Holdings, Inc. filed an 8-K to announce its financial results for the second quarter ended June 30, 2024.
📋 Key Facts
- The filing is a disclosure of quarterly earnings (Item 2.02).
- Reporting period: Second Quarter ended June 30, 2024.
- Filing date: August 14, 2024.
- Company operates under the ticker OPTX on the Nasdaq Capital Market.
Syntec Optics Holdings, Inc. announced the appointment of Dean Rudy as Chief Financial Officer and the departure of Robert (Casey) Nelson, effective June 10, 2024.
🚩 Red Flags
- Sudden departure of CFO and Director (in lieu of involuntary termination without cause).
📋 Key Facts
- Dean Rudy appointed as CFO on June 10, 2024.
- Robert (Casey) Nelson resigned from all positions, including his non-employee Director role, effective June 10, 2024.
- The departure of Mr. Nelson was via a separation and release agreement entered into on June 7, 2024.
- Mr. Nelson will receive four weeks of salary following his termination date.
- The separation includes non-competition and non-solicitation covenants.
Syntec Optics Holdings, Inc. filed an 8-K to announce its financial results for the fourth quarter and full year ended December 31, 2023, as well as the first quarter ended March 31, 2024.
📋 Key Facts
- Report date: May 24, 2024
- Filing covers financial results for Q4 and FY 2023 and Q1 2024
- The company is an emerging growth company
- Information provided under Item 2.02 is furnished but not considered 'filed' for purposes of Section 18 of the Exchange Act.
Syntec Optics Holdings, Inc. announced a restructuring of its executive leadership to support both organic and inorganic growth strategies. Al Kapoor is transitioning from Chairman to CEO, while Joe Mohr moves from CEO to Chief Manufacturing Officer.
🚩 Red Flags
- Executive reshuffle can sometimes signal internal instability, though here it is framed as a strategic pivot toward M&A (inorganic growth).
📋 Key Facts
- Al Kapoor appointed as Chairman and CEO on April 15, 2024; his role expands to include strategy and potential bolt-on acquisitions.
- Joe Mohr appointed as Chief Manufacturing Officer, focusing on sales, business development, revenue growth, and manufacturing excellence.
- The company stated there is no change to the compensation for either executive.
- The restructuring aims to support new product launches and customer demand in mission-critical supply chains.
This is an amendment (8-K/A) to a previous filing regarding the consummation of a business combination. The company is supplementing its historical financial statements and pro forma information to include unaudited condensed consolidated financial statements and MD&A for 'Legacy Syntec' as of September 30, 2023.
🚩 Red Flags
- None identified in this specific amendment; it is a supplemental filing to provide required financial data following an acquisition.
📋 Key Facts
- The filing is an Amendment No. 1 to the original 8-K filed on November 14, 2023.
- Purpose: To include unaudited condensed consolidated financial statements of Legacy Syntec as of September 30, 2023, and for the nine months ended September 30, 2023, and 2022.
- Includes Management’s Discussion and Analysis (MD&A) for Legacy Syntec for those same periods.
- The company was formerly known as OmniLit Acquisition Corp. (a SPAC).
- The transaction involved the consummation of a merger/acquisition on November 14, 2023.
Syntec Optics Holdings, Inc. filed an 8-K to disclose a newsletter interview with CEO Joseph Mohr regarding the company's recent public listing on Nasdaq and its strategic growth objectives.
🚩 Red Flags
- The filing contains extensive forward-looking statement warnings regarding the ability to meet Nasdaq listing standards and achieving projected financial results.
📋 Key Facts
- Company recently listed on Nasdaq under ticker OPTX.
- CEO Joseph Mohr discussed the transition from private to public status and the 'unifying platform' business model.
- Strategic focus includes Biomedical, Defense & Security, and Consumer/Industrial/Communications markets.
- The company plans to pursue inorganic growth through acquisitions in the photonics space.
- Current R&D projects include polymer-based optics for heads-up displays, goggles, and biomedical sensing (partnered with University of Rochester).
- Company is currently a supplier for a NIST-funded research project.