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): September 24, 2025 (September 24, 2025)

SYNTEC OPTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41034

87-0816957

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

515 Lee Rd.

Rochester, NY 14606

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:

(585) 768-2513

Not Applicable
(Former name or former address, if changed since last report)

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 CFR 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(s)	Name of Each Exchange on Which Registered:
Common stock, par value $0.0001 per share	OPTX	The Nasdaq Capital Market
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment	OPTXW	The Nasdaq Capital Market

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed on September 16, 2025, Syntec Optics Holdings, Inc. (the “Company”) is delayed in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025. NASDAQ exception will be allowed to enable the Company to regain compliance with all delinquent filings, but only for a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or October 13, 2025. The Company’s auditors have substantially completed their procedures for these periods. The remaining steps primarily relate to the final engagement quality review of the forms, and final subject matter comments from national office QC. Once these reviews are finalized, the Company anticipates that the remaining administrative tasks and approvals necessary to simultaneously file the Form 10-K and Form 10-Qs will be concluded within two additional days. The Company is working diligently with its auditors on daily calls to complete the process as soon as practicable and will promptly file the reports once the final steps are complete.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit
Number		Description

99.1		Press release dated September 24, 2025
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.

	SYNTEC OPTICS HOLDINGS, INC.

	By:	/s/ Al Kapoor
Date: September 24, 2025	Name:	Al Kapoor
	Title:	Chief Executive Officer

SYNTEC OPTICS HOLDINGS, INC. 8-K