Syntec Optics Holdings Inc-A 2024年度报告

FORM10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number001-41034 SYNTEC OPTICS HOLDINGS, INC.(Exact name of registrant as specified in its charter) (585)768-2513Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 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.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one): Large accelerated filer☐Non-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 forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of voting stock held by non-affiliates of the Registrant on June 28, 2024, based on the closing price of$3.05 for shares of the registrant’s common stock as reported by the Nasdaq Capital Market, was approximately $111.899million.Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stockhave been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes. As of October 3, 2025, there were36,920,226shares of the registrant’s common stock, par value $0.0001per share, issued andoutstanding. Documents incorporated by reference: Portions of the registrant’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders, scheduled to be filed with theSecurities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2024, areincorporated by reference into Part III of this Annual Report on Form 10-K. TABLE OF CONTENTS PagePart I1Item 1. Business1Item 1A. Risk Factors13Item 1B. Unresolved Staff Comments27Item 1C. Cybersecurity27Item 2. Properties27Item 3. Legal Proceedings28Item 4. Mine Safety Disclosures28Part II28Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities28Item 6. [Reserved]28Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7A. Quantitative and Qualitative Disclosures about Market Risk38Item 8. Financial Statements and Supplementary Data38Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure38Item 9A. Controls and Procedures38Item 9B. Other Information38Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections38Part III39Ite