Syntec Optics Holdings Inc-A 2025年度报告

FORM 10-K/AAmendment No. 1(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 001-41034 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 submitted pursuant toRule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of theExchange Act. (Check one): 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 effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 the registrantincluded 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 30, 2025, based on the closing price of $1.34for shares of the registrant’s common stock as reported by the Nasdaq Capital Market, was approximately $8,016,116. Shares of commonstock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in thatsuch persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for otherpurposes. As of March 27, 2026, there were 36,994,164 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding.Documents incorporated by reference: None. Auditor Name: CBIZ CPAs P.C. Auditor Firm ID: 199 Auditor Location: Houston, Texas EXPLANATORY NOTE Syntec Optics Holdings, Inc. (the “Company,” “we,” “us,” or “our”) is filing this Amendment No. 1 (this “Amendment”) on Form 10-K/Ato amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the Securities and ExchangeCommission on March 31, 2026 (the “Original Form 10-K”). The Original Form 10-K incorporated by reference certain information required by Part III from the Company’s definitive proxy statementfor the 2026 Annual Meeting of Stockholders. Because the Company has not filed such proxy statement within 120 days after the end of its2025 fiscal year, this Amendment amends Part III of the Original Form 10-K to include the information required by Items 10 through 14 ofPart III. We are also filing this Amendment amend and restate the Section 302 certifications set forth in Exhibits 31.1 and 31.2, to includeparagraph 4(b) referring to internal control over financial reporting. The Company’s Chief Executive Officer and Chief Financial Officer,each in their respective capacities as Principal Executive Officer and Principal Financial and Accounting Officer have provided new