OPTX 10-Q
Syntec Optics Holdings, Inc. (OPTX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For
the quarter ended
OR
For the transition period from to
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file number:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Capital Market | ||||
| The Capital Market |
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 10, 2026, there were shares of Class A common stock, par value $ per share, issued and outstanding.
SYNTEC OPTICS HOLDINGS, INC.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Interim Unaudited Condensed Consolidated Financial Statements
SYNTEC OPTICS HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2026 AND DECEMBER 31, 2025
2026 (unaudited) | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts Receivable, Net | ||||||||
| Inventory | ||||||||
| Prepaid Expenses and Other Assets | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, Net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Accrued Expenses | ||||||||
| Federal Income Tax Payable | ||||||||
| Deferred Revenue | ||||||||
| Line of Credit | ||||||||
| Current Maturities of Debt Obligations | ||||||||
| Current Maturities of Debt Obligations - Related Party | ||||||||
| Current Maturities of Finance Lease Obligations | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Long-Term Debt Obligations | ||||||||
| Long-Term Debt Obligations - Related Party | ||||||||
| Long-Term Finance Lease Obligations | ||||||||
| Total Long-Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| CL A Common Stock, Par value $ per share; authorized; issued and outstanding as of June 30, 2026; issued and outstanding as of December 31, 2025; | ||||||||
| Additional Paid-In Capital | ||||||||
| Retained Earnings | ||||||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 1 |
SYNTEC OPTICS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Gross Profit | ||||||||||||||||
| General and Administrative Expenses | ||||||||||||||||
| Income (Loss) from Operations | ( | ) | ( | ) | ||||||||||||
| Other (Expense) Income | ||||||||||||||||
| Other Income | ||||||||||||||||
| Interest Expense, Including Amortization of Debt Issuance Costs | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Other Expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (Loss) Before Provision for (Benefit) Income Taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for Income Taxes | ||||||||||||||||
| Net Income (Loss) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Net Income (Loss) per Common Share | ||||||||||||||||
| Basic and diluted | $ | $ | ) | $ | ) | $ | ||||||||||
| Weighted Average Number of Common Shares Outstanding | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 2 |
SYNTEC OPTICS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
| Additional | ||||||||||||||||||||
| Common Stock | Paid-In | Retained | ||||||||||||||||||
| Shares | Amount | Capital | Earnings | Total | ||||||||||||||||
| Balances, December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Stock-Based Compensation | ||||||||||||||||||||
| Balances, March 31, 2026 | $ | $ | $ | $ | ||||||||||||||||
| Net Income | - | |||||||||||||||||||
| Proceeds from Issuance of Common Stock | ||||||||||||||||||||
| Warrants Exercised for Cash | ||||||||||||||||||||
| Stock-Based Compensation | - | |||||||||||||||||||
| Balances, June 30, 2026 | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 3 |
SYNTEC OPTICS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
| Additional | ||||||||||||||||||||
| Common Stock | Paid-In | Retained | ||||||||||||||||||
| Shares | Amount | Capital | Earnings | Total | ||||||||||||||||
| Balances, December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Net Income | - | |||||||||||||||||||
| Stock-Based Compensation | ( | ) | ||||||||||||||||||
| Balances, March 31, 2025 | ||||||||||||||||||||
| Net Loss | - | ( | ) | ( | ) | |||||||||||||||
| Balances, June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 4 |
SYNTEC OPTICS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Loss to Net Cash Provided By Operating Activities: | ||||||||
| Depreciation | ||||||||
| Amortization of Debt Issuance Costs | ||||||||
| Stock-Based Compensation | ||||||||
| Change in Allowance for Expected Credit Losses | ||||||||
| Change in Reserve for Obsolescence | ( | ) | ( | ) | ||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts Receivable | ( | ) | ( | ) | ||||
| Inventory | ( | ) | ||||||
| Prepaid Expenses and Other Assets | ( | ) | ||||||
| Accounts Payables and Accrued Expenses | ( | ) | ( | ) | ||||
| Federal Income Tax Payable | ||||||||
| Deferred Revenue | ( | ) | ||||||
| Net Cash Provided By Operating Activities | ||||||||
| Cash Flows From Investing Activities | ||||||||
| Purchases of Property and Equipment | ( | ) | ( | ) | ||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Borrowing (Repayments) on Line of Credit, Net | ( | ) | ||||||
| Borrowing on Debt Obligations - Related Parties | ||||||||
| Repayments on Debt Obligations | ( | ) | ( | ) | ||||
| Repayments on Debt Obligations - Related Parties | ( | ) | ||||||
| Repayments on Finance Lease Obligations | ( | ) | ( | ) | ||||
| Proceeds from warrants exercised | ||||||||
| Gross Proceeds from issuance of common stock | ||||||||
| Payment of common stock issuance costs | ( | ) | ||||||
| Net Cash Provided By Financing Activities | ||||||||
| Net Increase (Decrease) in Cash | ( | ) | ||||||
| Cash - Beginning | ||||||||
| Cash - Ending | $ | $ | ||||||
| Supplemental Cash Flow Disclosures: | ||||||||
| Cash Paid for Interest | $ | $ | ||||||
| Cash Paid for Taxes | $ | $ | ||||||
| Supplemental Disclosures of Non-Cash Investing Activities: | ||||||||
| Assets Acquired and Included in accounts payable | $ | $ | ||||||
| Issuance of common stock for stock-based compensation | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
| 5 |
SYNTEC OPTICS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Description of Organization and Business Operations
Nature of Business
Syntec
Optics Holdings, Inc. (the “Company” or “Syntec Optics”) is a vertically integrated manufacturer of optics and
photonics components and sub-systems – from opto-mechanicals to optical elements of various geometries, diamond turned optics –
both prototype and production, and optical systems including optics assembly, electro-optics assembly, design, and coating. Sales are
made to customers in the United States and Europe in defense, medical, and consumer end-markets. The Company has
Note 2 — Summary of Significant Accounting Policies
The Company has provided a discussion of significant accounting policies, estimates and judgements in its 2025 Annual Report. There have been no changes to the Company’s significant accounting policies since December 31, 2025.
Basis of Presentation
The accompanying interim unaudited condensed consolidated financial statements have been prepared by the Company in United States (“U.S.”) dollars and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”), the instructions to Form 10-Q and the provisions of Regulation S-X pertaining to interim unaudited condensed financial statements. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the U.S. have been condensed or omitted. The interim unaudited condensed consolidated financial statements and notes included in this report should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. In the opinion of management, these interim unaudited condensed consolidated financial statements include all adjustments and accruals of a normal and recurring nature necessary to fairly state the results of the interim periods presented. The results for interim periods are not necessarily indicative of results to be expected for the full year or for any future periods.
Recent Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this ASU provide that in developing reasonable and supportable forecasts as part of estimating expected credit losses for current accounts receivable and current contract assets, all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with updates to be applied on a prospective basis. The Company adopted ASU 2025-05 as of January 1, 2026. The adoption of ASU 2025-05 did not have a material impact on the Company’s financial statements.
| 6 |
SYNTEC OPTICS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Disaggregated Revenues
The following table disaggregates revenue by revenue stream for the three and six months ended June 30:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Products | $ | $ | $ | $ | ||||||||||||
| Custom Tooling | ||||||||||||||||
| Non-Recurring Engineering | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Syntec Optics’ management periodically reviews its revenues by its consumer, communication, medical, and defense end-markets. The purpose of this analysis is to determine its end market mix and identify trends. The following table disaggregates revenue as outlined above for the three and six months ended June 30:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Communication | $ | $ | $ | $ | ||||||||||||
| Consumer | ||||||||||||||||
| Defense | ||||||||||||||||
| Medical | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 7 |
SYNTEC OPTICS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 4 — Inventory
Inventory consists of the following at June 30, 2026 and December 31, 2025:
| 2026 | 2025 | |||||||
| Raw Materials | $ | $ | ||||||
| Work-in-Process | ||||||||
| Finished Goods | ||||||||
| Less: Reserve for Obsolescence | ||||||||
| Inventory | $ | $ | ||||||
Note 5 — Property and Equipment
Property and equipment consists of the following at June 30, 2026 and December 31, 2025:
| 2026 | 2025 | |||||||
| Machinery and Equipment | $ | $ | ||||||
| Building and Leasehold Improvements | ||||||||
| Land | ||||||||
| Office Furniture and Equipment | ||||||||
| Tooling | ||||||||
| Vehicles | ||||||||
| Less: Accumulated Depreciation | ||||||||
| Property and Equipment, Net | $ | $ | ||||||
Depreciation
expenses were $
| 8 |
SYNTEC OPTICS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 — Line of Credit
On
May 5, 2026, the Company made a $
On
May 13, 2026, the Company made a payment of approximately $
On June 10, 2026, the Company voluntarily cancelled its line of credit. By doing so, the Company is no longer subject to maintaining the minimum Fixed Charge Coverage Ratio and maximum Total Leverage Ratio financial covenants which were part of the Credit Agreement. Further, the Company no longer has to pay a usage fee for the unused portion of the line of credit.
Note 7 — Long-Term Debt
Long-term debt consists of the following at June 30, 2026 and December 31, 2025:
| 2026 | 2025 | |||||||
| The Company entered into a $ | $ | $ | ||||||
| The Company entered into a $ | ||||||||
| On November 13, 2025, the Company entered into a $ | ||||||||
| Total Long-Term Debt | ||||||||
| Less: Unamortized Debt Issuance Costs | ||||||||
| Long-Term Debt, Less Unamortized Debt Issuance Costs | ||||||||
| Less: Current Maturities | ||||||||
| Long-Term Debt | $ | $ | ||||||
At June 30, 2026, the future debt maturities are as follows:
| December 31, 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ |
| 9 |
SYNTEC OPTICS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 8 — Retirement Plan
The
Company maintains a 401(k) retirement plan covering eligible employees of the Company and its affiliates.
Total
contributions for the Company for the three months ended June 30, 2026 and 2025 amounted to $
Note 9 — Income Taxes
The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made.
The
effective income tax rate was
Note 10 — Leases
During 2024, the Company entered into finance lease agreements for equipment utilized in its manufacturing facility.
The components of operating and finance lease costs are as follows for the three and six months ended June 30 :
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||
| Finance Lease Cost: | ||||||||||||||||
| Amortization of assets | $ | $ | $ | $ | ||||||||||||
| Interest on liabilities | ||||||||||||||||
| Total lease cost | $ | $ | $ | $ | ||||||||||||
Supplemental cash flow information related to leases are as follows for the three and six months ended June 30:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cash paid for amounts included in measurement of lease obligations: | ||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||
| Operating cash flows from finance leases | ||||||||||||||||
| Financing cash flows from finance leases | $ | $ | $ | $ | ||||||||||||
The following table summarizes weighted average remaining lease term and discount rates as of June 30, 2026, and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||
| Weighted average remaining lease term (years) | ||||||||
| Operating leases | N/A | N/A | ||||||
| Finance leases | ||||||||
| Weighted average discount rate | ||||||||
| Operating leases | N/A | N/A | ||||||
| Finance leases | % | % | ||||||
Future maturities of our lease liabilities are as follows as of June 30, 2026:
| 2026 remainder of year | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total Undiscounted Lease Obligations | ||||
| Less: Imputed Interest | ( | ) | ||
| Present Value of Lease Obligations | $ |
| 10 |
SYNTEC OPTICS HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 11 — Stockholders’ Equity
On
April 30, 2026, the Company completed an underwritten public offering of shares of its common stock at a public offering price
of $ per share. The gross proceeds from the offering were approximately $
The offering was conducted pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-295335), which was declared effective by the Securities and Exchange Commission on April 28, 2026.
The Company granted the underwriter a 30-day option to purchase up to an additional shares of common stock at the public offering price, less underwriting discounts and commissions.
On
May 1, 2026, the underwriter in the aforementioned April 30 transaction chose to exercise its option to purchase an additional
shares of common stock. Net proceeds to the Company were approximately $
Note 12 — Warrants
The following tables presents a roll-forward of the Company’s equity classified warrants from December 31, 2025 to June 30, 2026:
| Common Stock Warrants | ||||
| Warrants outstanding, December 31, 2025 | ||||
| Warrants exercised | ||||
| Warrants outstanding, March 31, 2026 | ||||
| Warrants exercised | ||||
| Warrants outstanding, June 30, 2026 | ||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Basic and diluted net income (loss) per share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Basic and diluted net income (loss) per share | $ | $ | ) | $ | ) | $ | ) | |||||||||
| Denominator | ||||||||||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Diluted Shares | ||||||||||||||||
Note 14 — Significant Customers
For
the three and six months ended June 30, 2026, the Company generated
For
the three and six months ended June 30, 2025, the Company generated
Note 15 — Segment reporting
The
Company operates as
Significant expenses within loss from operations, as well as within net loss, include general and administrative expenses, and other expenses which are each separately presented on the Company’s Consolidated Statements of Operations and Comprehensive Loss.
Note 16 — Subsequent Events
On July 23, the Company filed an S-1 registration statement. On July 29, the Company filed the related prospectus under Rule 424(b)(3), which became effective July 29.
This prospectus relates to the resale from time to time by the selling stockholders identified within the prospectus of up to shares of class A common stock, par value $ per share (the “common stock” or “common shares”) of Syntec Optics Holdings, Inc. (the “Company,” “Syntec,” “we,” “our,” or “us”).
The shares of common stock covered by this prospectus are currently issued and outstanding shares of our common stock. We are not issuing any new shares under this registration statement and will not receive any proceeds from the sale of shares by the selling stockholders.
The shares of common stock are being registered for resale pursuant to that certain Amended and Restated Registration Rights Agreement, dated as of October 31, 2023, by and among OmniLit Sponsor LLC, a Delaware limited liability company, OmniLit’s officers, directors, initial stockholders, certain non-redemption agreement investors and certain Legacy Syntec (as defined herein) stockholders (the “Registration Rights Agreement”), which we entered into in connection with the Company’s business combination consummated in October 2023. The selling stockholders consist of our Chairman and Chief Executive Officer and certain members of our Board of Directors.
| 11 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information in this Management’s Discussion and Analysis should be read in conjunction with the accompanying unaudited condensed financial statements and notes.
Cautionary Note Regarding Forward-Looking Statements
This report includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical facts contained in this report, including among others, our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. Our actual results and financial condition may differ materially from those express or implied in such forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.
For a further list and description of various risks, relevant factors and uncertainties that could cause future results or events to differ materially from those expressed or implied in our forward-looking statements, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in this report, our Annual Report on Form 10-K and 10-K/A for the fiscal year ended December 31, 2025 and our other filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements in this report are made only as of the date hereof or as indicated and represent our views as of the date of this report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise, except as required by law.
Overview
Syntec Optics is vertically integrated from design and component manufacturing for lens system assembly to imaging module integration for system solutions. Making our own tools, molding, and nanomachining allows close interaction and recut ability, enabling special techniques to hold tolerances up to sub-micron level. Syntec Optics has assembled a world class design for manufacturability team to augment its production team with deep expertise to fully leverage our vertical integration from component making to optics and electronics assembly. Syntec Optics has steadily developed variety of other complementary manufacturing techniques to provide a wide suite of horizontal capabilities including thin films deposition coatings, glass molding, polymer molding, tool-making, mechanicals manufacturing, and nanomachining.
Syntec Optics became a leader in the industry by pioneering polymer-based optics and then subsequently adding glass optics and optics made from other materials including crystals and metals. Polymer-based optics provide numerous advantages compared to incumbent glass-based optics. Polymer-based optics are smaller, lower weight, lower cost, and offer very high-performance optical solutions. For all these reasons, Syntec Optics is able to deliver products to our clients that are lighter, smaller, and suitable for cutting edge technology products, including the newly evolving silicon photonics industry.
Our designs and assembly processes are developed in-house in the United States. In 2016, Syntec Optics expanded its manufacturing facility to nearly 90,000 square feet, allowing us to increase our production capacity and offer additional advanced manufacturing processes under one roof which provide us the ability to increase sales to existing customers and increase penetration of our end-markets. Our facility provides a streamlined, partially autonomous production process for our current customers, which comprises optical assembly, electro-optics assembly, polymer optics molding, glass optics molding, opto-mechanical assembly, nanomachining and thin films coating. Our facility also provides the ability to expand the number of advanced manufacturing processes to handle increased volumes of existing and new customer orders.
Syntec Optics focuses on four end markets of defense, medical, consumer, and communications all with several mission-critical applications with strong tailwinds.
In the last three years Syntec Optics launched low weight night vision optics and hybrid light-weight magnifiers and thermal clips in the defense end market. More recently, we have entered the AI-driven military augmented reality (AR) wearables, enhancing situational awareness for warfighters.
Syntec Optics also announced biomedical mirrors for sensing in the medical end market. Rounding out new product launches, in the communication end market, Syntec Optics launched microlens arrays and low earth satellite optics. This includes incorporating its high-precision photonics into critical orbital safety components, enhancing collision avoidance in space, a growing concern as space traffic continues to increase.
Recent Developments
In the second quarter of 2026, the Company’s common stock was added to the Russell 3000® Index. Management believes inclusion in the index may increase the Company’s visibility among institutional investors and enhance trading liquidity.
| 12 |
Key Factors Affecting Our Operating Results
Our financial position and results of operations depend to a significant extent on the following factors:
End Market Consumers
The demand for our products ultimately depends on demand from customers in our current end markets. We generate sales through (1) Tier 1 suppliers and (2) through OEMs.
An increasing proportion of our sales has been and is expected to continue to be derived from sales to defense. biomedical and industrial/consumer OEMs, driven by continued efforts to develop and expand sales to OEMs with whom we have longstanding relationships. Future OEM sales will be subject to risks and uncertainties, including the number of defense, biomedical and industrial/consumer products these OEMs manufacture and sell, which in turn may be driven by the expectations these OEMs have around end market demand.
Demand from end markets is impacted by a number of factors, including travel restrictions (global pandemics or geo-political conflicts), fuel costs and energy demands (including an increasing trend towards the use of green energy), as well as overall macro-economic conditions. Sales of our optics and photonics enabled components and sub-components have also benefited from the increased global conflict, the United States dynamic relationships with other world powers that may have a conflicting view with western-style democracy, the movement towards reshoring of advanced manufacturing, biomedical components and sub-components needed to support physicians in their battle against global pandemics, and the increased global demand for high-fidelity data communications on all corners of the globe.
Syntec Optics plans to further consolidate and add bolt-on acquisitions for inorganic growth in the fragmented photonics industry by expanding our portfolio of existing U.S.-based advanced manufacturing processes of making thin-film coated glass, crystal, and/or polymer components and their housings, which are ultimately assembled into high performance hybrid electro-optics sub-systems. By doing so, Syntec Optics plans to grow to the new end markets of communications and sensing. Syntec Optics entered the communications end market in 2023. Syntec Optics is currently engaged as a supplier for a U.S. Department of Commerce’s National Institute of Standards and Technology (“NIST”) funded research and development project for the sensing end market. The communication end market is characterized by the use of optics and photonics for data transmittal and reception of information, including, for example, satellite communications and other associated applications. The sensing end-market is characterized by the use of optics and photonics to detect scattered light or light with an altered refractive index due to the presence of a medium within a wide range of potential applications, including, for example, disease detection and other associated applications.
Supply
We currently rely on strategically selected electronics, highly engineered polymers and aluminum manufacturers located in the United States to manufacture our highly specialized optic and photonics enabled components and sub-components, and we intend to continue to rely on these suppliers going forward. Our close working relationships with our Unites States based suppliers, reflected in our ability to (x) increase our purchase order volumes (qualifying us for related volume-based discounts) and (y) order and receive delivery of raw materials in anticipation of required demand, has helped us moderate increased supply-related costs associated with inflation and to avoid potential shipment delays. To mitigate against potential adverse production events, we opted to build our inventory of key raw materials. In connection with these stockpiling activities, we experienced an increase in prepaid inventory compared to prior periods as suppliers required upfront deposits in response to supply chain disruptions.
As a result of the active steps we have taken to manage our inventory levels, we have not been subject to the shortages or price impacts that have been present for manufacturers of optic and photonic enabled components or sub-components.
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Product and Customer Mix
Our sales consist of sales of highly specialized optic and photonic enabled components and sub-components. These products are sold to different customer types (e.g., OEMs and Tier 1 manufacturers) and at different prices and involve varying levels of costs. In any particular period, changes in the mix and volume of particular products sold and the prices of those products relative to other products will impact our average selling price and our cost of goods sold. The price of our products may also increase as a result of increases in the cost of components due to inflation, labor and raw materials. In addition, revenues from these larger customers may fluctuate from time to time based on these customers’ business needs and customer experience, the timing of which may be affected by market conditions or other factors outside of our control. These customers have a broad product purchase mix across various departments of Syntec Optics. Syntec Optics supplies several mission critical components and sub-components to these customers that are not tied to a single application, customer initiative, or purchase order. We expect sales to increase as we further advance our full-system design expertise and product offerings and customers increasingly demand more sophisticated systems, rather than drop-in replacements. In addition to the impacts attributable to the general sales mix across our products, our results of operations are impacted by the relative margins of products sold. As we continue to introduce new products at varying price points, our overall gross margin may vary from period to period as a result of changes in product and customer mix.
Production Capacity
All of our design, advanced manufacturing and assembly currently takes place at our nearly 90,000 square foot headquarters and manufacturing facility located in Rochester, New York. We currently operate optical, opto-mechanical and electro-optical assembly lines in addition to molding, nanomachining, testing and thin-film production lines. Consistent with our operating history, we plan to continue to automate additional aspects of our advanced manufacturing operations. Our existing facility has the capacity to add additional production lines and construct and operate pilot production lines for new components and sub-components, all designed to maximize the capacity of our manufacturing facility. Although our automation efforts are expected to reduce our costs of goods, we may not fully recognize the anticipated savings when planned and could experience additional costs or disruptions to our production activities.
Competition
We compete with traditional glass optic manufacturers and electro-optic manufacturers, who primarily either import their products or components or manufacture products under a private label. As we continue to expand into new markets, develop new products and move towards production of our polymer based and glass-polymer based optic hybrids and photonics enabled components and sub-components, we will experience competition with a wider range of companies. These competitors may have greater resources than we do and may be able to devote greater resources to the development of their current and future technologies. Our competitors may be able to source materials and components at lower costs, which may require us to evaluate measures to reduce our own costs, lower the price of our products or increase sales volumes in order to maintain our expected levels of profitability.
Research and Development
Our research and development are primarily focused on the advanced manufacturing of polymer and glass-polymer based optic and photonics enabled components and sub-components. The next stage in our technical development is to construct our products to optimize performance, lower weight and increase longevity to meet and exceed industry standards for our target end markets. Ongoing testing and optimizing of more complicated systems and sub-systems for our existing end markets will assist us in increasing penetration in our current end markets and expanding into targeted end markets.
Components of Results of Operations
Net Sales
Net sales are primarily generated from the sale of our optics and photonics enabled components and sub-components to OEMs.
Cost of Goods Sold
Cost of goods sold includes the cost of raw materials and other components of our optic and photonic enabled components and sub-components, labor, overhead, utilities, and depreciation and amortization.
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Gross Profit
Gross profit, calculated as net sales less cost of goods sold, may vary between periods and is primarily affected by various factors including average selling prices, product costs, product mix, customer mix and production volumes.
Operating Expenses
General and Administrative
General and administrative costs include personnel-related expenses attributable to our executive, finance, human resources, selling and marketing, and information technology organizations, certain facility costs, office related depreciation, and fees for professional services.
Total Other Income (Expense)
Other income (expense) consists primarily of interest expense and debt issuance costs.
Results of Operations
Comparisons for the Three and Six Months Ended June 30, 2026 and 2025
The following tables set forth our results of operations for the three and six months ended June 30, 2026 and 2025, respectively. This data should be read together with our financial statements and related notes included elsewhere in this Quarterly Report and is qualified in its entirety by reference to such financial statements and related notes .
| Three Months Ended | ||||||||||||||||
| June 30, 2026 | % of Net Sales | June 30, 2025 | % of Net Sales | |||||||||||||
| Net Sales | $ | 8,273,858 | 100 | % | $ | 6,559,455 | 100 | % | ||||||||
| Cost of Goods Sold | 6,130,794 | 74 | % | 4,961,489 | 76 | % | ||||||||||
| Gross Profit | 2,143,064 | 26 | % | 1,597,966 | 24 | % | ||||||||||
| General and Administrative Expenses | 1,821,676 | 22 | % | 1,744,216 | 27 | % | ||||||||||
| (Loss) Income from Operations | 321,388 | 4 | % | (146,250 | ) | -2 | % | |||||||||
| Other (Expense) Income | ||||||||||||||||
| Other (Expense) Income | 78,182 | 1 | % | 11,298 | 0 | % | ||||||||||
| Interest Expense, Including Amortization of Debt Issuance Costs | (143,333 | ) | -2 | % | (208,969 | ) | -3 | % | ||||||||
| Total Other Expense | (65,151 | ) | -1 | % | (197,671 | ) | -3 | % | ||||||||
| (Loss) Income Before Benefit From Provision for Income Taxes | 256,237 | 3 | % | (343,921 | ) | -5 | % | |||||||||
| Provision for (Benefit From) Income Taxes | - | 0 | % | - | 0 | % | ||||||||||
| Net (Loss) Income | $ | 256,237 | 3 | % | $ | (343,921 | ) | -5 | % | |||||||
| Six Months Ended | ||||||||||||||||
| June 30, 2026 | % of Net Sales | June 30, 2025 | % of Net Sales | |||||||||||||
| Net Sales | $ | 14,787,224 | 100 | % | $ | 13,628,497 | 100 | % | ||||||||
| Cost of Goods Sold | 11,683,368 | 79 | % | 9,721,913 | 71 | % | ||||||||||
| Gross Profit | 3,103,856 | 21 | % | 3,906,584 | 29 | % | ||||||||||
| General and Administrative Expenses | 3,558,515 | 24 | % | 3,524,382 | 26 | % | ||||||||||
| (Loss) Income from Operations | (454,659 | ) | -3 | % | 382,202 | 3 | % | |||||||||
| Other (Expense) Income | ||||||||||||||||
| Other (Expense) Income | 147,482 | 1 | % | 16,995 | 0 | % | ||||||||||
| Interest Expense, Including Amortization of Debt Issuance Costs | (334,443 | ) | -2 | % | (409,865 | ) | -3 | % | ||||||||
| Total Other Expense | (186,961 | ) | -1 | % | (392,870 | ) | -3 | % | ||||||||
| (Loss) Income Before Benefit From Provision for Income Taxes | (641,620 | ) | -4 | % | (10,668 | ) | 0 | % | ||||||||
| Provision for (Benefit From) Income Taxes | - | 0 | % | 9,588 | 0 | % | ||||||||||
| Net (Loss) Income | $ | (641,620 | ) | -4 | % | $ | (20,256 | ) | 0 | % | ||||||
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Net Sales
Net sales increased by $1.7 million, or 26%, to $8.3 million for the three months ended June 30, 2026, as compared to $6.6 million for the three months ended June 30, 2025. This increase was due to increases across all four of our served industries, as detailed in Note 3 to the financial statements. For the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, sales were up from $13.6 million in 2025 to $14.8 million in 2026. Sales were up significantly in three of the four industries served, while year to date sale in the medical industry were down. This decrease in medical was due to a shipping hold to one particular customer in the first quarter, as described in our first quarter 10-Q. Shipments to that customer were back to normal in the second quarter.
Cost of Goods Sold
Cost of revenue increased by $1.1 million, to $6.1 million for the three months ended June 30, 2026, as compared to $5.0 million for the three months ended June 30, 2025. This increase was generally proportionate to the increase in revenue, for the same period. Cost of revenue increased by $2.0 million, to $11.7 million for the six months ended June 30, 2026, as compared to $9.7 million for the six months ended June 30, 2025. This increase was primarily due to an increase in material costs, particularly for aluminum.
Gross Profit
Gross profit increased by 34%, to $2.1 million for the three months ended June 30, 2026, as compared to $1.6 million for the three months ended June 30, 2025. As a percentage of revenue, this increase was proportionate to the increases in revenue and cost of goods sold for the comparison periods. For the six months ended June 30, 2026 compared to the same six-month period in 2025, gross profits were down from $3.9 million in 2025 to $3.1 million in 2026. The decrease was primarily due to the increase in material cost as described above, combined with the lower performance in the first quarter.
General and Administrative Expenses
General and administrative expenses increased slightly by 4% for the quarter ended June 30, 2026, as compared to the same period for 2025. For the six months ended June 30, 2026 as compared to the same six month period in 2025, these expenses remained flat, increasing just 1%.
Total Other Expenses
Other expenses improved by $0.1 million for the three months ended June 30, from an expense of $0.2 million for the three months ended June 30, 2025, to an expense of $0.1 million for the three months ended June 30, 2026. For the six months ended June 30, expenses decreased from $0.4 million in 2025 to $0.2 million in 2026. In both comparison periods, the improvement was primarily due to the debt reductions and the increase in interest earned on our larger cash balance.
Income Tax Expense (Benefit)
Income tax expense (benefit) remained flat, with no material change when comparing the three and six months ended June 30, 2026 and 2025.
Net Income (Loss)
We experienced income of $0.3 million for the three months ended June 30, 2026, as compared to a loss of $0.3 million for the same three-month period ended in 2025. This turnaround from a loss to positive income, was primarily due to the improvement in gross profit as detailed above. For the six-month period ended June 30, 2026, we experienced a loss of $0.6 million, as compared to nearly zero earnings for the same period in 2025. This decrease in year-to-date earnings in 2026 was attributable to the significant loss experienced in the first quarter of 2026, partially offset by the positive earnings in the second quarter.
Critical Accounting Estimates
Our condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of these condensed consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in our financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. On a recurring basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in an estimate, if any, will be reflected in the consolidated financial statements prospectively from the date of the change in the estimate.
We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements.
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Inventory Valuation
We periodically review physical inventory for excess, obsolete, and potentially impaired items and reserves. Any such inventory is written down to net realizable value. The reserve estimate for excess and obsolete inventory is dependent on expected future use and requires management judgement.
Income Taxes
We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities using enacted rates. The effect of a change in tax rates on deferred taxes is recognized in income in the period that includes the enactment date.
We recognize the financial statement effect of an uncertain income tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. A valuation allowance is recorded to reduce deferred income tax assets to an amount, which in the opinion of management is more likely than not to be realized.
Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. We consider factors such as the cumulative income or loss in recent years; reversal of deferred tax liabilities; projected future taxable income exclusive of temporary differences; the character of the income tax asset, including income tax positions; tax planning strategies and the period over which we expect the deferred tax assets to be recovered in the determination of the valuation allowance. In the event that actual results differ from these estimates, or we adjust our estimates in the future, we may need to adjust our valuation allowance, which could materially impact our financial position and results of operations.
Non-GAAP Financial Measures
This Quarterly Report includes a non-generally accepted account principles within the United States (“U.S. GAAP”) measure that we use to supplement our results presented in accordance with U.S. GAAP. EBITDA is defined as earnings before interest and other income, tax and depreciation and amortization. Adjusted EBITDA is calculated as EBITDA adjusted for non-recurring items, and business combination expenses. Adjusted EBITDA is a performance measure that we believe is useful to investors and analysts because it illustrates the underlying financial and business trends relating to our core, recurring results of operations and enhances comparability between periods.
Adjusted EBITDA is not a recognized measure under U.S. GAAP and is not intended to be a substitute for any U.S. GAAP financial measure and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. Investors should exercise caution in comparing our non-GAAP measure to any similarly titled measure used by other companies. This non-GAAP measure excludes certain items required by U.S. GAAP and should not be considered as an alternative to information reported in accordance with U.S. GAAP.
Adjusted EBITDA
We define adjusted EBITDA, a non-GAAP financial measure, as net earnings (loss) before interest and other expenses, net, income tax expense, depreciation and amortization, as adjusted to exclude non-recurring items. We utilize adjusted EBITDA as an internal performance measure in the management of our operations because we believe the exclusion of these non-cash and non-recurring charges allow for a more relevant comparison of our results of operations to other companies in our industry and is in accordance with the Non-GAAP Financial Measures Compliance & Disclosure Interpretations (Reference Question 102.03).
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The Company has identified several non-recurring items included in our non-GAAP adjusted EBITDA financial measure. These items encompass management fees, professional & transaction fees, technology start-up costs, optical molding evaluation expenses, glass molding evaluation expenses, and executive transition expenses.
The table below presents our adjusted EBITDA, reconciled to net income for the three and six months ended June 30, 2026 and 2025.
NON-GAAP RECONCILIATION OF EBITDA
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Net (Loss) Income | $ | 256,237 | $ | (343,921 | ) | $ | (641,620 | ) | $ | (20,256 | ) | |||||
| Stock-Based Compensation Expense BOD (1) | 75,000 | 150,000 | ||||||||||||||
| Depreciation | 532,482 | 676,623 | 1,072,164 | 1,387,427 | ||||||||||||
| Amortization of Debt Issuance Costs | 8,246 | 2,418 | 12,416 | 4,834 | ||||||||||||
| Interest (Earned) Expense | (54,303 | ) | 207,623 | 105,411 | 409,579 | |||||||||||
| Taxes | - | - | 9,588 | |||||||||||||
| Non-Recurring Items | ||||||||||||||||
| Executive Transition (2) | - | 135,246 | - | 249,189 | ||||||||||||
| One-time Contract exit costs | - | 11,750 | - | 21,063 | ||||||||||||
| Non-recurring property damage | - | - | 23,211 | 21,261 | ||||||||||||
| Adjusted EBITDA | $ | 817,662 | $ | 689,739 | $ | 721,582 | $ | 2,082,685 | ||||||||
In the quarters ended June 30, 2026 and 2025:
| (1) | Stock-based compensation was issued to independent Board members. |
| (2) | A succession plan was required for the transition of the CEO at 2024 year-end. |
Liquidity and Capital Resources
Overview
The Company continues to generate positive cash flows from operations.
On April 30, 2026, the Company completed an underwritten public offering of 2,857,142 shares of its common stock at a public offering price of $7.00 per share, generating gross proceeds of approximately $20.0 million and net proceeds of approximately $18.6 million.
On May 1, 2026, the underwriter in the aforementioned April 30 transaction chose to exercise its option to purchase an additional 428,571 shares of common stock. Net proceeds to the Company were approximately $2.8 million.
The Company used a portion of the proceeds from both of these transactions to repay some of its indebtedness, approximately $6.8 million, and proceeded to close out its existing line of credit.
This financing significantly enhances the Company’s liquidity position and financial flexibility, and is expected to support ongoing operations, growth initiatives, and strategic investments.
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Capital Requirements
The Company expects that cash generated from operations together with the proceeds received from the public stock offering, will be sufficient to fund operations, working capital needs, and contractual obligations for at least the next twelve months.
Cash Flow — Six Months Ended June 30, 2026 and 2025
SYNTEC OPTICS HOLDINGS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| 2026 | 2025 | |||||||
| Net Cash Provided By Operating Activities | $ | 170,617 | $ | 141,241 | ||||
| Net Cash Used in Investing Activities | (1,070,485 | ) | (604,772 | ) | ||||
| Net Cash Provided By Financing Activities | 14,588,105 | 151,829 | ||||||
| Net Increase (Decrease) in Cash | 13,688,237 | (311,702 | ) | |||||
| Cash - Beginning | 358,867 | 598,787 | ||||||
| Cash - Ending | $ | 14,047,104 | $ | 287,085 | ||||
| Supplemental Cash Flow Disclosures: | ||||||||
| Cash Paid for Interest | $ | 105,411 | $ | 409,579 | ||||
| Cash Paid for Taxes | $ | - | $ | - | ||||
| Supplemental Disclosures of Non-Cash Investing Activities: | ||||||||
| Assets Acquired and Included in Accounts Payable and Accrued Expenses | $ | 16,476 | $ | 40,362 | ||||
| Issuance of finance lease for acquisition of equipment | $ | 7 | $ | 23 | ||||
Operating Activities
Net cash provided by operating activities was $0.2 million for the six months ended June 30, 2026, as compared to net cash provided by operating activities of $0.1 million for the six months ended June 30, 2025. The primary drivers of operating cash flows for the six months ended June 30, 2026 included depreciation of $1.1 million, a decrease in accounts receivable of $1.2 million, an increase in deferred revenue of $0.7 million, and a decrease in inventory of $0.3 million. In addition, stock-based compensation, amortization of debt issuance costs, and changes in allowance for expected credit losses contributed $0.3 million in aggregate. These favorable items were partially offset by a net loss of $0.6 million and a decrease in accounts payable and accrued expenses of $0.4 million..
Investing Activities
Net cash used in investing activities was $1.1 million for the six months ended June 30, 2026, as compared to net cash used in investing activities of $0.6 million for the six months ended June 30, 2025. The net cash used in investing activities increased primarily due to the purchase of two large machines for approximately $0.5 million and $0.3 million each, plus several smaller purchases.
Financing Activities
Net cash provided by financing activities was $14.6 million for the six months ended June 30, 2026, as compared to net cash provided by financing activities of $0.2 million for the six months ended June 30, 2025. The primary driver of this change was the aforementioned public stock offering, generating $21.4 million net, partially offset by the line of credit paydown of $6.8 million, and other debt related activity totaling $0.1 million.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks from changes in interest rates, which could affect our operating results, financial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities.
Interest Rates
Our exposure to market risk associated with changes in interest rates used to relate primarily to our borrowings under our Senior Credit Facilities, where we had approximately $6.8 million of outstanding variable rate debt entering the second quarter of 2026. As that debt was extinguished during the quarter, our interest rate exposure on debt has been minimized. However, we now have a significant amount of cash which is earning interest at rates comparable to short term T-bills. At present investment levels, a 100 basis point decrease in interest rates would decrease our annual pre-tax interest earned by approximately $130,000.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Report. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to the following identified material weaknesses:
| 1. | We lack documentation of formal internal control process and controls including lack of review of journal entries and segregation of duties. | |
| 2. | We lack timely reconciliation controls in the areas of accounts payable, accrued legal expenses, and provision for income taxes. | |
| 3. | We lack controls related to identification and disclosure of related party transactions. | |
| 4. | We lack controls related to evaluation of non-routine transactions including financial instruments. | |
| 5. | We lack 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 cyber security related controls. |
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Remediation Plans and Status
As disclosed in the section titled “Evaluation of Internal Controls and Procedures,” we have identified certain control deficiencies. To address these issues, we have designed and are in the process of implementing the following remediation initiatives, which are aligned with the COSO framework:
| ● | Enhance corporate governance through increased oversight by the Audit Committee, including additional reviews of internal control improvements and financial statements prior to publication (Control Environment; Monitoring Activities). | |
| ● | Design and implement internal control flowcharts to strengthen segregation of duties (Control Activities; Risk Assessment). | |
| ● | Increase staffing levels and competencies to enable appropriate separation of duties (Control Environment; Control Activities). | |
| ● | Implement a formal checklist, review process, and controls over all journal entries and modifications to trial balances (Control Activities; Information & Communication). | |
| ● | Hire additional experienced accounting and reporting professionals to prepare and approve consolidated financial statements and footnote disclosures in accordance with U.S. GAAP (Control Environment; Control Activities). | |
| ● | Engage outside professional support to assist with SEC reporting requirements and special circumstances to ensure timely and accurate filings (Control Environment; Information & Communication). | |
| ● | Establish a formal quarterly attestation process for managers and accounting staff to reinforce and monitor the use of control processes and workflows (Monitoring Activities; Information & Communication). | |
| ● | Implement a formalized system for tracking control measures to reduce complexity and improve management’s review of control effectiveness (Monitoring Activities; Information & Communication). |
While the Company has initiated these remediation efforts, not all measures have been fully implemented as of the date of this filing. We will continue to enhance our internal control framework, employ additional procedures, and utilize appropriate tools and resources to ensure that our consolidated financial statements are presented fairly, in all material respects.
The Company believes these remediation measures will significantly strengthen its internal control environment and provide the foundation to remediate the identified material weaknesses in future reporting periods.
Management’s Report on Internal Control over Financial Reporting
This Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Additionally, our auditors will not be required to formally opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.
Changes in Internal Control over Financial Reporting
Other than the material weaknesses and remediation efforts mentioned above, there were no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors
The Company’s risk factors are described in Part I, Item 1A, “Risk Factors”, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial position, or future results of operations. The risk factors should be read together with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
None
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SYNTEC OPTICS HOLDINGS, INC | ||
| Date: August 10, 2026 | By: | /s/ Al Kapoor |
| Name: | Al Kapoor | |
| Title: | Chairman and Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: August 10, 2026 | By: | /s/ Dean Rudy |
| Name: | Dean Rudy | |
| Title: | Chief Financial Officer | |
| (Principal Accounting Officer and Financial Officer) | ||
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