SYNTEC OPTICS HOLDINGS, INC. 8-K

What Happened

• Syntec Optics Holdings, Inc. announced an underwritten public offering of 2,857,142 shares of its common stock. The public offering price is $7.00 per share, and the underwriters purchased the shares at $6.58 per share. The offering is led by H.C. Wainwright & Co., LLC and is expected to close on April 30, 2026. The company’s S‑1 registration statement was declared effective on April 28, 2026.

Key Details

• Shares offered: 2,857,142 common shares at $7.00 per share (underwriter purchase price $6.58).
• Option: Representative has a 30‑day option to buy up to 428,571 additional shares (15% of the base offering) on the same terms.
• Proceeds & fees: Aggregate gross proceeds expected to be approximately $20 million before underwriting discounts, commissions and expenses; underwriter discount is 6.0% of gross proceeds and the company agreed to reimburse up to $25,000 of the representative’s expenses.
• Use of proceeds: To acquire or invest in complementary businesses, technologies, products or assets; may also be used for working capital, capital expenditures and to optimize capital structure, including potential repayment of a subordinated term note of $1,268,732.49 to the majority stockholder.
• Selling restrictions: Company agreed to customary 90‑day lock‑up on issuing or registering new shares; officers and directors have 90‑day lock‑up agreements. Company also agreed to restrict certain variable rate transactions for six months (subject to specified exceptions).

Why It Matters

• The offering will raise fresh capital to fund acquisitions, investments and general corporate needs, which could accelerate Syntec Optics’ growth plans. It may also be used to pay down related-party indebtedness, improving the company’s capital structure.
• The deal will dilute existing shareholders to the extent new shares are issued, and insiders are restricted from selling for 90 days. The cost of the offering includes a 6% underwriting fee, which reduces net proceeds.
• Investors should note the timing (expected close April 30, 2026), the underwriter option that could increase total dilution, and that the company has publicly disclosed the use of proceeds and related restrictions in its effective S‑1 registration.