What changed in SYNTEC OPTICS HOLDINGS, INC.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of SYNTEC OPTICS HOLDINGS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+131 added−109 removedSource: 10-K (2026-03-31) vs 10-K (2025-10-06)
Top changes in SYNTEC OPTICS HOLDINGS, INC.'s 2025 10-K
131 paragraphs added · 109 removed · 78 edited across 7 sections
- Item 1. Business+52 / −49 · 30 edited
- Item 7. Management's Discussion & Analysis+55 / −46 · 35 edited
- Item 1A. Risk Factors+17 / −7 · 7 edited
- Item 2. Properties+3 / −2 · 2 edited
- Item 1C. Cybersecurity+1 / −2 · 1 edited
Item 1. Business
Business — how the company describes what it does
30 edited+22 added−19 removed119 unchanged
Item 1. Business
Business — how the company describes what it does
30 edited+22 added−19 removed119 unchanged
2024 filing
2025 filing
Biggest changeEarnout Merger Consideration In addition to the Merger Consideration set forth above, additional contingent shares (“ Contingent Earnout Shares ”) may be payable to each holder of shares of Legacy Syntec Common Stock in the Merger, subject to achieving specified milestones, up to an aggregate of 26,000,000 additional shares of Common Stock in three tranches. 10 Syntec Optics Holdings, Inc. will issue 26,000,000 additional shares of Common Stock (the “Contingent Earnout”) to Legacy Syntec’s existing stockholders at the Closing, which Contingent Earnout shares will vest upon achievement of the targets set forth in Section 3.4(b) of the Business Combination Agreement.
Biggest changeSyntec Optics Holdings, Inc. will issue 26,000,000 additional shares of Common Stock (the “Contingent Earnout”) to Legacy Syntec’s existing stockholders, which Contingent Earnout shares will vest upon achievement of the targets set forth in Section 3.4(b) of the Business Combination Agreement.
Addressable Markets Optics and Photonics Industry Report 2024 estimated that in 2023, the manufacturing sector contributed ~27% of global gross domestic product (“GDP”) annually, or an estimated $28.3 trillion, and optics and photonics comprise a substantial amount of this market.
Addressable Markets Optics and Photonics Industry Report 2024 estimated that in 2023, the manufacturing sector contributed approximately 27% of global gross domestic product (“GDP”) annually, or an estimated $28.3 trillion, and optics and photonics comprise a substantial amount of this market.
This 11% figure represents the estimated value of the global optics and photonics products relative to annual global gross domestic product. As the world transitions to further adopt optically and photonically enabled products, we will continue our mission of developing innovative technology to serve these markets with affordable high-performance products globally.
This 15% figure represents the estimated value of the global optics and photonics products relative to annual global gross domestic product. As the world transitions to further adopt optically and photonically enabled products, we will continue our mission of developing innovative technology to serve these markets with affordable high-performance products globally.
In addition, we seek to protect our intellectual property rights through non-disclosure and invention assignment agreements with our employees and consultants and through non-disclosure agreements with business partners and other third parties. As of December 31, 2024 and as of December 31, 2023, we owned three active issued patents and one pending patent applications.
In addition, we seek to protect our intellectual property rights through non-disclosure and invention assignment agreements with our employees and consultants and through non-disclosure agreements with business partners and other third parties. As of December 31, 2025 and as of December 31, 2024, we owned three active issued patents and one pending patent applications.
Beyond the traditional industrial automation, new transforming products from unmanned aircrafts and driverless cars, smart robots in the operating rooms and artificial intelligence of organ and tissue imaging, to augmented and virtual reality increasingly require optics and photonics imagers, sensors, and detectors.
Beyond the traditional industrial automation, new transforming products from unmanned aircraft and driverless cars, smart robots in the operating rooms and artificial intelligence of organ and tissue imaging, to augmented and virtual reality, increasingly require optics and photonics imagers, sensors, and detectors.
We believe the consistency of revenues over the past decade of operations, independent of the trends of the general economy, and the mission-critical nature of our product offerings, are our bases that these markets are acyclical. We believe our platform is well positioned as the foundation for further organic and inorganic growth with quality earnings and high margin offerings.
We believe the consistency of revenues over the past decade from operations, independent of the trends of the general economy, and the mission-critical nature of our product offerings, is our basis that these markets are acyclical. We believe our platform is well positioned as the foundation for further organic and inorganic growth with quality earnings and high margin offerings.
We have developed and filed patent applications on commercially relevant aspects of our business including optical systems and production processes. To date, we have owned three active issued patents, with an additional one patent applications pending on manufacturing techniques in the United States. ○ Proven Go-To-Market Strategy.
We have developed and filed patent applications on commercially relevant aspects of our business including optical systems and production processes. We own three active issued patents, with an additional one patent applications pending on manufacturing techniques in the United States. ○ Proven Go-To-Market Strategy.
According to the SPIE Optics and Photonics most recent Industry Report (2022), optics is currently enabling 11% of the global economy, from smart phone cameras and extended reality devices to low orbit satellite telescopes to keeping our soldiers safe with night vision devices and patients healthy with intelligent light.
According to the SPIE Optics and Photonics most recent Industry Report (2024), optics is currently enabling 15% of the global economy, from smart phone cameras and extended reality devices to low orbit satellite telescopes to keeping our soldiers safe with night vision devices and patients healthy with intelligent light.
For defense applications, lighter weight optics are critical advantage. For example, less weight can reduce on helmet equipment can reduce neck trauma for army soldiers’ helmets or less equipment weight is beneficial for air force pilots. For biomedical applications, biocompatible polymer-based optics are considered safer. For satellite communications, the use of lighter weight metal and polymer optics reduces installation costs.
For defense applications, lighter weight optics are a critical advantage. For example, less weight on helmet equipment can reduce neck trauma for Army soldiers, and less equipment weight is beneficial for Air Force pilots. For biomedical applications, biocompatible polymer-based optics are considered safer. For satellite communications, the use of lighter weight metal and polymer optics reduces installation costs.
Today Syntec Optics light-enables products with a wide variety of materials from aluminum, crystals, glass, and polymers, Syntec’s ground-breaking work in polymer-based optics starting in 2000 created numerous advantages over the incumbent glass-based optics used in today’s markets: ● Cost – Possible 50-150x savings over glass ● Lightweight – Ideal for head mounted applications ● Design flexibilit y – Greater optical surface options 1 ● Bio-compatible – Medical field benefits ● Ease of assembly – Ability to design in alignment features ● Design in features – Eliminate mounting hardware ● Performs better than glass – Functional parameters such as clarity, focus, contrast, brightness ● Superior scratch resistance – Reduce damage probability ● Upgradability – Reduced replacement/retrofit field cost ● Repeatability – Same quality & performance every time Tailwinds have propelled Syntec’s innovative hybrid optics where outside durable glass elements are unchanged but inside elements of optical assemblies are changed to polymers providing lighter weight advantage.
Syntec’s ground-breaking work in polymer-based optics starting in 2000 created numerous advantages over the incumbent glass-based optics used in today’s markets: ● Cost – Possible 50-150x savings over glass ● Lightweight – Ideal for head mounted applications ● Design flexibilit y – Greater optical surface options 1 ● Bio-compatible – Medical field benefits ● Ease of assembly – Ability to design in alignment features ● Design in features – Eliminate mounting hardware ● Performs better than glass – Functional parameters such as clarity, focus, contrast, brightness ● Superior scratch resistance – Reduce damage probability ● Upgradability – Reduced replacement/retrofit field cost ● Repeatability – Same quality & performance every time Tailwinds have propelled Syntec’s innovative hybrid optics where outside durable glass elements are unchanged but inside elements of optical assemblies are changed to polymers providing lighter weight advantage.
Soldiers want lower weight on helmets that are now overloaded with devices. Syntec Optics added glass optics in 2018, leveraging its expertise in molding technology. Certain glasses can be molded for visible and near IR spectrum.
Soldiers want lower weight on helmets that are now overloaded with devices. Glass is still an important medium, and Syntec Optics added glass optics in 2018, leveraging its expertise in molding technology. Certain glasses can be molded for visible and near IR spectrum.
See “Risk Factors—Any future litigation against us could be costly and time-consuming to defend.” Employees and Human Capital Resources As of December 31, 2024, we have 159 employees.
See “Risk Factors—Any future litigation against us could be costly and time-consuming to defend.” Employees and Human Capital Resources As of December 31, 2025, we have 164 employees.
Operations at our facilities are subject to a variety of environmental, health and safety regulations, including those governing the generation, handling, storage, use transportation, and disposal of hazardous materials. To conduct our operations, we have to obtain environmental, health and safety permits and registrations and prepare plans.
We have never owned any facility at which we operated. Operations at our facilities are subject to a variety of environmental, health and safety regulations, including those governing the generation, handling, storage, use, transportation, and disposal of hazardous materials. To conduct our operations, we have to obtain environmental, health and safety permits and registrations and prepare plans.
The patents and patent applications cover the United States. We periodically review and update our patent portfolio to protect our products and newly developed technologies. US Patent 9192298B2 “Contact lens for intraocular pressure measurement” is an active worldwide application patent that is assigned to and owned by Syntec Optics. The patent was granted November 2015 and expires April 2034.
The patents and patent applications cover the United States. We periodically review and update our patent portfolio to protect our products and newly developed technologies. US Patent 9192298B2 “Contact lens for intraocular pressure measurement” is an active worldwide application patent that is assigned to and owned by Syntec Optics.
In the year 2000, Syntec Optics developed capabilities to assembly its components into sub-system both integrating optics as well as adding electronics to the optics.
In the year 2000, Syntec Optics developed capabilities to assemble its components into sub-systems, integrating optics as well as adding electronics to the optics.
We use a variety of methods to educate consumers on the benefits of optics and photonics-enabled technologies and why they are a better investment compared to electronically enabled technologies found in our target end markets today.
Sales and Marketing Our proven sales and marketing strategy has allowed us to penetrate our current end-markets efficiently. We use a variety of methods to educate consumers on the benefits of optics and photonics-enabled technologies and why they are a better investment compared to electronically enabled technologies found in our target end-markets today.
The foregoing description of the Business Combination Agreement is a summary only and is qualified in its entirety by the full text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1, which are incorporated herein by reference.
The foregoing description of the Earnout Merger Consideration is a summary only and is qualified in its entirety by the full text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1, which are incorporated herein by reference. 10 Item 1.01 Entry into a Material Definitive Agreement.
US Patent 10052731B2 “Flycutter having forced air cleaning” is an active worldwide application patent that is assigned to and owned by Syntec Optics. The patent was granted August 2018 and expires December 2036. US Patent 11383414B2 “Parts degating apparatus using laser” is an active worldwide application patent that is assigned to and owned by Syntec Optics.
The patent was granted in November 2015 and expires in April 2034. US Patent 10052731B2 “Flycutter having forced air cleaning” is an active worldwide application patent that is assigned to and owned by Syntec Optics. The patent was granted in August 2018 and expires in December 2036.
We believe accelerating optics and photonics innovation will continue to drive economic growth and increase its share of the global GDP.
We believe accelerating optics and photonics innovation will continue to drive economic growth and increase its share of the global GDP. The potential use of photonics in varied industries is fueling growth of the optics and photonics market.
We are also subject to laws imposing liability for the clean up and release of hazardous substances. Under the law, we can be liable even if we did not cause a release on real property that we lease.
We are also subject to laws imposing liability for the clean up and release of hazardous substances. Under the law, we can be liable even if we did not cause a release on real property that we lease. We believe we have taken commercially reasonable steps to avoid such liability with respect to our current leased facilities.
No such awards have been made as of October 3, 2025.
No such awards have been made as of December 31, 2025.
We pursue the registration of our domain names and trademarks and service marks in the United States and other jurisdictions. Government Regulations We currently operate from a dedicated leased manufacturing facility located in Rochester, New York. We have never owned any facility at which we operated.
We periodically review our development efforts to assess the existence and patentability of new intellectual property. We pursue the registration of our domain names and trademarks and service marks in the United States and other jurisdictions. Government Regulations We currently operate from a dedicated leased manufacturing facility located in Rochester, New York.
Supplier Relationships We have a well-established global supply chain that underlies the sourcing of the components of our products, although we source domestically whenever possible. We follow a lean manufacturing process and align our purchases with customer backlog. We prefer to pre-order in advance for the year to ensure adequate supply.
We believe we will be able to obtain additional space on commercially reasonable terms. 6 Supplier Relationships We have a well-established global supply chain that underlies the sourcing of the components of our products, although we source domestically whenever possible. We follow a lean manufacturing process and align our purchases with customer backlog.
We believe we have taken commercially reasonable steps to avoid such liability with respect to our current leased facilities. 8 Environmental Matters We are subject to domestic and foreign environmental laws and regulations governing our operations, including, but not limited to, emissions into the air and water and the use, handling, disposal and remediation of hazardous substances.
Presently, the impact is not significant, given our current loss position. 8 Environmental Matters We are subject to domestic and foreign environmental laws and regulations governing our operations, including, but not limited to, emissions into the air and water and the use, handling, disposal and remediation of hazardous substances.
For nearly all our components, we ensure that we have alternate suppliers available. As a result of our long-standing relationships with our suppliers, we are able to source materials on favorable terms within reasonable lead-times. Sales and Marketing Our proven sales and marketing strategy has allowed us to penetrate our current end markets efficiently.
We prefer to pre-order in advance for the year to ensure adequate supply. For nearly all our components, we ensure that we have alternate suppliers available. As a result of our long-standing relationships with our suppliers, we are able to source materials on favorable terms within reasonable lead-times.
The patent was granted July 2022 and expires August 2040. US Patent Provisional 63/449,362 “Imaging Apparatus with Thermal Augmentation” is a provisional United States application. The provisional patent application was filed on March 2, 2023. We periodically review our development efforts to assess the existence and patentability of new intellectual property.
US Patent 11383414B2 “Parts degating apparatus using laser” is an active worldwide application patent that is assigned to and owned by Syntec Optics. The patent was granted in July 2022 and expires in August 2040. US Patent Provisional 63/449,362 “Imaging Apparatus with Thermal Augmentation” is a provisional United States application. The provisional patent application was filed on March 2, 2023.
The dome was made from glass-filled polymer that replaced Sapphire for domes that had to not only meet high optical performance expected from windows, but be light weight, less expensive and rapidly scale. Ever since, we have ramped up rapidly many devices ranging from blood analyzers for patients in hospitals to night vison goggles to keep soldiers safe.
Syntec Optics has built its brand over two decades and is known as a leader to OEMs in optics and photonics sub-systems production. The dome was made from glass-filled polymer that replaced Sapphire for domes that had to not only meet high optical performance expected from windows, but be light weight, less expensive and rapidly scale.
As of December 31, 2024 the Company was not in compliance with the loan covenants and received a waiver letter from the lender.
As previously disclosed, the Company was not in compliance with certain financial covenants during 2024 and received amendments and waivers from the Lender, including modifications to leverage ratio thresholds and temporary suspension of the fixed charge coverage ratio for a specified period.
The bank waived certain criteria, including a minimum fixed charge coverage ratio and a maximum total leverage ratio, subject to certain modifications of the agreement, specifically, a reduction of the revolving line of credit to $8,000,000 and a reduction of the equipment loan amount to $3,000,000. The modified interest margin rate margin was adjusted to 3.00%.
Borrowings under the revolving facility bear interest at a rate equal to one-month Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 3.00%. The Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and financial covenants, including a minimum fixed charge coverage ratio and a maximum total leverage ratio.
Facilities Our corporate headquarters is in an approximately 90 thousand square foot facility that we lease in Rochester, New York. The lease expires in May 2025, and we have the option to extend for an additional five-year period.
Facilities Our corporate headquarters is in an approximately 90,000 square foot facility that we lease in Rochester, New York. This facility is leased from ELR Associates, LLC, a fully consolidated variable interest entity of Syntec Optics Holdings Inc.
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The most recent review from the Optics & Photonics 2024 Industry Report valued the 2023 photonics-enabled products and services at $2.39 trillion – an increase of 40% over the ten-year period, and a compound annual growth (CAGR) rate of 4.3%, from 2012 to 2023, shown below by end market.
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Today, Syntec Optics light-enables products with a wide variety of materials from aluminum, crystals, glass, and polymers.
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The potential use of photonics in varied industries is fueling growth of the optics and photonics market.
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Ever since, we have ramped up rapidly many devices ranging from blood analyzers for patients in hospitals to night vison goggles to keep soldiers safe.
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Syntec Optics has built its brand over two decades and is known as a leader to OEMs in optics and photonics sub-systems production. We won the Accelerator Award in 2004 from Raytheon by meeting the challenge of delivering alpha and beta samples fast and ramping up production in groundbreaking manufacturing of components and sub-systems for laser guides for missiles.
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The lease for this building was entered into on July 23, 2015 for a 10-year period and has provisions for two extensions of 5 years each. The Company has exercised the first extension (to July 2030), and we have the option to extend for an additional five-year term.
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We believe we will be able to obtain additional space on commercially reasonable terms. 6 Our manufacturing departments and respective activity is shown below. In addition, the flow of materials and knowledge between departments for Alpha, Beta, and production are shown in the facilities chart.
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On July 4, 2025, the One Big Beautiful Bill Act, commonly referred to as “OBBBA”, was signed into law as Public Law No. 119-21, enacting sweeping reforms to domestic and international taxation.
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The Business Combination On November 7, 2023 (the “ Closing Date ”), Syntec Optics Holdings, Inc., a Delaware corporation (the “ Company ”) (f/k/a OmniLit Acquisition Corp.
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This legislation includes several provisions of significance to domestic manufacturing companies with R&D expenditures: OBBBA restores full immediate tax deductibility for domestic research and experimental expenses incurred in 2025 and beyond. This reverses the five-year amortization requirement previously mandated under the Tax Cuts and Jobs Act.
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(“ OmniLit ”)), consummated the previously announced merger (the “ Closing ”) pursuant to the Business Combination Agreement, dated May 9, 2023, (the “ Business Combination Agreement ”), by and among OmniLit, Optics Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of OmniLit (“ Merger Sub ”), and Syntec Optics, Inc., a Delaware corporation (“ Legacy Syntec ”).
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The law also permits taxpayers to accelerate unamortized domestic R&D expenditures incurred from January 1, 2022, through December 31, 2024, over one or two years, potentially resulting in adjustments to prior-year tax filings.
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OmniLit’s stockholders approved the Transactions (as defined below) at an annual meeting of stockholders held on October 31, 2023 (the “ Annual Meeting ”).
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The law enshrines 100% first-year bonus depreciation for qualified tangible personal property placed into service after January 19, 2025, including qualified production property (QPP) used in manufacturing facilities, potentially offering accelerated write-offs of capital investments. Under U.S. GAAP, R&D costs incurred are expensed as incurred per ASC 730.
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Pursuant to the Business Combination Agreement, Merger Sub merged with and into Legacy Syntec (the “ Merger ” and, together with the other transactions contemplated by the Business Combination Agreement, the “ Transactions ”), with Legacy Syntec continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of OmniLit.
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The immediate tax expensing afforded by OBBBA may reduce book-tax timing differences, simplify tax accounting, and align taxable income more closely with reported financial results. Where plausible, the Company plans to take advantage of these changes in 2025 and beyond.
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On the Closing Date, the registrant changed its name from OmniLit Acquisition Corp. to Syntec Optics Holdings, Inc.
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Earnout Merger Consideration Additional contingent shares (“ Contingent Earnout Shares ”) may be payable to each holder of shares of Legacy Syntec Common Stock in the Merger, subject to achieving specified milestones, up to an aggregate of 26,000,000 additional shares of Common Stock in three tranches.
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Merger Consideration At the Closing, by virtue of the Merger and without any action on the part of OmniLit, Merger Sub, Legacy Syntec or the holders of any of the following securities: (a) Each outstanding share of Legacy Syntec’s common stock, par value $0.001 per share (“ Legacy Syntec Common Stock ”), converted into (i) a certain number of shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), totaling 31,600,000 shares (including the conversion and assumption of the options to purchase shares of Legacy Syntec Common Stock described below), which is equal to (x) $316,000,000 divided by (y) $10.00 (the “ Merger Consideration ”) and (ii) the contingent right to receive Earnout Shares (as defined below) (which may be zero) following the Closing.
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Debt Financing Credit Agreement with M&T Bank On November 8, 2023, Syntec Optics Holdings, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with M&T Bank (the “Lender”) to refinance its prior indebtedness.
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Capitalized terms used but not defined in this Report have the meanings set forth in the Proxy Statement/Prospectus. Item 1.01 Entry into a Material Definitive Agreement. Debt Financing Loan Agreement Syntec Optics Holdings, Inc. refinanced its existing loans in November 2023 with a similar structure but more favorable terms.
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Proceeds from the refinancing were used to repay approximately $6.1 million under a prior revolving credit facility, approximately $1.1 million under a prior term loan, approximately $0.9 million under a prior mortgage loan, and to pay related transaction expenses.
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Pursuant to the terms of the new Credit Agreement with the lender, the proceeds of the refinancing were used (i) to payoff on the Closing Date prior indebtedness, and (ii) to pay any fees associated with transactions contemplated under the Credit Agreement.
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The Credit Agreement provides for: ● A revolving credit facility with a commitment currently set at $7.5 million and maturing in November 2026; ● Term and equipment loan facilities (which, as described below, were repaid in November 2025).
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The payoff of prior indebtedness included, (i) payoff for line of credit with the outgoing lender in the amount of approximately $6,092,560, (ii) payoff for term loan in the amount of approximately $1,109,789, and (iii) payoff for mortgage loan in the amount of approximately $863,607. 11 The existing revolving credit facility decreased the line of credit from $10,000,000 to $8,000,000 with a maturity date of 3 years from closing.
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Covenant Waivers and Amendments During 2025 and 2024, the Company obtained certain waivers and amendments related to its financial covenants.
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The interest rate decreased from 310 basis points to 300 basis points added to the one month term Secured Overnight Financing Rate (SOFR) adjusting daily. The term loan facility was set at up to $1,775,000 at the same rate option as line of credit and maturity up to 5 years from closing.
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As of September 30, 2025, the Company was not in compliance with certain financial covenants under the Credit Agreement. On November 12, 2025, the Company received a written waiver from M&T Bank with respect to those covenant defaults.
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An additional facility for equipment line was added with a $5,000,000 discretionary loan/lease limit with the same interest rate option and maturity of 7 years from closing.
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In connection with the waiver, the Company agreed to: ● Repay approximately $1.37 million of outstanding term and equipment indebtedness; ● Reduce the revolving credit commitment from $8.0 million to $7.5 million; and ● Execute subordination agreements with respect to certain shareholder indebtedness.
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At the time of refinancing, the mortgage facility was paid off from the new open line of credit until a new mortgage facility was set up with a 7-year maturity from closing and the same interest rate option.
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No amendment fees were paid to M&T Bank in connection with the November 2025 waiver or the December 2025 amendment; however, the Company paid a prepayment premium of $63,416 in connection with the repayment of term and equipment debt.
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Usual and customary credit facilities of this type, size and purpose also include a minimum fixed charge ratio greater than or equal to 1.10x along with a maximum leverage ratio of 3.5x (up from 3.0x with the outgoing lender). Usual and customary negative covenants are also included.
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Effective December 31, 2025, the Company entered into a Second Amendment to the Amended and Restated Credit Agreement and executed a replacement revolving note reflecting the previously agreed reduction of the revolving credit commitment to $7.5 million. The amendment did not modify the maturity date (November 2026) or the existing financial covenant thresholds applicable for 2026.
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As the result of defaults on the loan covenant calculations for the quarterly periods ended June 30 2024 and September 30, 2024, on November 29, 2024 the Company’s credit agreement dated November 8, 2023 was amended.
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As of December 31, 2025, and through the date of this filing, the Company is in compliance with the financial covenants under the Restated Credit Agreement. 11 Repayment of Term and Equipment Debt; Shareholder Note On November 12, 2025, the Company repaid in full two term and equipment notes with M&T Bank in the aggregate amount of $1,368,732.49.
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The leverage ratio was modified to be no greater than 5.25 for 1Q 2025, no greater than 5.0 for 2Q 2025, no greater than 4.75 for 3Q 2025, no greater than 4.25 for 4Q 2025, and no greater than 3.50 after that. The fixed charge ratio was suspended for 1Q 2025 and no less than 1.10 : 1.00 after that.
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To fund this repayment, the Company entered into a subordinated term note with its majority stockholder in the principal amount of $1,268,732.49 (the “Shareholder Note”).
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The Shareholder Note: ● Was issued by Syntec Optics Holdings, Inc.; ● Bears interest at 6.953% per annum; ● Amortizes over 35 monthly payments; ● Matures on October 31, 2028, at which time all remaining principal and accrued interest are due; and ● Is expressly subordinated to the Company’s obligations under the Credit Agreement.
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The Company and the majority stockholder entered into a subordination agreement with M&T Bank. The subordination agreement prohibits prepayments of the Shareholder Note and restricts payments to interest only, subject to prior written approval by M&T Bank, which may be granted or withheld in the Lender’s discretion. There are no cross-default provisions between the Shareholder Note and the Credit Agreement.
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Outstanding Borrowings and Covenant Status As of December 31, 2025, the Company had $6,763,863 outstanding under the revolving credit facility. As of December 31, 2025, the Company was in compliance with all applicable financial covenants under the Credit Agreement.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
7 edited+10 added−0 removed164 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
7 edited+10 added−0 removed164 unchanged
2024 filing
2025 filing
Biggest changeIn addition, Syntec Optics could be subject to sanctions or investigations by the stock exchange on which Syntec Optics’ common stock is listed, the SEC and other regulatory authorities. Insiders will have substantial influence over Syntec Optics, which could limit your ability to affect the outcome of key transactions, including a change of control.
Biggest changeDelisting could also trigger defaults or other adverse consequences under certain agreements, increase the costs and burdens of regulatory compliance, and impair our ability to attract and retain employees and business partners. Insiders will have substantial influence over Syntec Optics, which could limit your ability to affect the outcome of key transactions, including a change of control.
Failure to attract, grow and retain a diverse and balanced customer base could harm our business and operating results. We have a limited number of customers that account for a substantial portion of our revenues, which carries risks. We have a total of three customers that accounted for 48% for the year ended December 31, 2024.
Failure to attract, grow and retain a diverse and balanced customer base could harm our business and operating results. We have a limited number of customers that account for a substantial portion of our revenues, which carries risks. We have a total of three customers that accounted for 48% for the year ended December 31, 2025.
Any equity securities issued may provide for rights, preferences, or privileges senior to those of common stockholders. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of common stockholders. 18 As of December 31, 2024, we had approximately $9.3 million in outstanding indebtedness.
Any equity securities issued may provide for rights, preferences, or privileges senior to those of common stockholders. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of common stockholders. 18 As of December 31, 2025, we had approximately $9.4 million in outstanding indebtedness.
The beneficial ownership of Common Stock is based on 36,868,266 shares of Common Stock issued and outstanding. Mr. Kapoor owns 30,631,090 shares of Common Stock.
The beneficial ownership of Common Stock is based on 36,920,226 shares of Common Stock issued and outstanding. Mr. Kapoor owns 30,631,090 shares of Common Stock, representing 83% of the shares issued and outstanding.
If we are unable to upgrade our financial and management controls, reporting systems and procedures in a timely and effective fashion, we may not be able to satisfy our obligations as a public company on a timely basis.
If we are unable to upgrade our financial and management controls, reporting systems and procedures in a timely and effective fashion, we may not be able to satisfy our obligations as a public company on a timely basis. Tariffs and trade restrictions could materially and adversely affect our business, results of operations, and financial condition.
For so long as Syntec Optics remains a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules.
Kapoor, chairman of the Syntec Optics Board, owns more than 50% of the total voting power of all issued and outstanding Syntec Optics Class A Shares, and therefore, as long as Syntec Optics remains a controlled company under that definition, it is permitted to elect to rely, and may rely, on certain exemptions from Nasdaq corporate governance rules.
Syntec Optics is a “controlled company” as defined under the Nasdaq rules because Mr. Kapoor, chairman of the Syntec Optics Board, owns more than 50% of the total voting power of all issued and outstanding Syntec Optics Class A Shares.
Syntec Optics is a “controlled company” as defined under the Nasdaq rules because Mr.
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Changes in U.S. and foreign trade policies have resulted in, and may continue to result in, the imposition of tariffs, import and export restrictions, trade barriers, and other measures that increase the cost of raw materials, components, and finished goods. In 2025, the U.S. administration announced significant tariff increases on imports from various countries.
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Although the impact of these measures has not been material to date because we have generally been able to pass increased costs on to customers, there can be no assurance that we will be able to continue to do so in the future.
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On February 20, 2026, the United States Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the President to impose tariffs, invalidating certain tariffs previously imposed under that authority. However, tariffs imposed pursuant to other statutory authorities, including Sections 301 and 232 of the Trade Act, remain in effect.
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In addition, the U.S. administration has announced new tariff measures under alternative legal authorities, including a temporary import surcharge under Section 122 of the Trade Act, which is subject to statutory duration limits and may be extended only through congressional action.
Added
Trade policy remains highly dynamic and uncertain, and additional tariffs, quotas, import restrictions, retaliatory trade measures, or other barriers could be imposed by the United States or foreign governments at any time.
Added
If we are unable to offset the effects of such measures through pricing actions, sourcing changes, operational efficiencies, or other mitigation strategies, our costs could increase and our supply chain could be disrupted. As a result, our sales, gross margins, profitability, and operating results could be materially adversely affected.
Added
In addition, Syntec Optics could be subject to sanctions, inquiries, or other actions by Nasdaq, the SEC, and other regulatory authorities. If we fail to maintain compliance with Nasdaq listing requirements, our securities could be delisted. Syntec Optics’ common stock and warrants are listed on The Nasdaq Stock Market.
Added
Nasdaq listing standards require us to satisfy certain corporate governance and financial and liquidity criteria and to file periodic reports with the SEC in a timely manner. In 2025, we received notices from Nasdaq related to our failure to timely file periodic reports and related inquiries regarding certain current report filings.
Added
Although we submitted a compliance plan that was accepted by Nasdaq, we cannot assure you that we will remain in compliance with Nasdaq’s continued listing requirements in the future.
Added
If Nasdaq delists our securities, we could face significantly reduced liquidity and trading volume, increased volatility, a loss of analyst coverage, reduced ability to access capital markets on acceptable terms (or at all), and a decline in the market price of our securities.
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
1 edited+0 added−1 removed14 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
1 edited+0 added−1 removed14 unchanged
2024 filing
2025 filing
Biggest changeThe CFO holds a Masters Degree in Information Systems , and provides the Board of Directors as part of the Information Security Governance Committee’s updates discussed above and regularly communicates with the other members of the Information Security Governance Committee and senior management regarding cybersecurity risks.
Biggest changeThe CFO , in coordination with the Information Security Governance Committee, is responsible for leading the assessment and management of cybersecurity risks. The CFO provides the Board of Directors as part of the Information Security Governance Committee’s updates discussed above and regularly communicates with the other members of the Information Security Governance Committee and senior management regarding cybersecurity risks.
Removed
The CFO , in coordination with the Information Security Governance Committee, is responsible for leading the assessment and management of cybersecurity risks.
Item 2. Properties
Properties — owned and leased real estate
2 edited+1 added−0 removed0 unchanged
Item 2. Properties
Properties — owned and leased real estate
2 edited+1 added−0 removed0 unchanged
2024 filing
2025 filing
Biggest changeItem 2. Properties Our corporate headquarters is located at 515 Lee RD., Rochester, New York 14606 in an approximately 90,000 square foot manufacturing facility. The lease for this building was entered into on July 23, 2015 for a 10 year period and has provisions for two extensions of 5 years each.
Biggest changeItem 2. Properties Our corporate headquarters is located at 515 Lee RD., Rochester, New York 14606 in an approximately 90,000 square foot manufacturing facility. This facility is leased from ELR Associates, LLC, a fully consolidated variable interest entity of Syntec Optics Holdings Inc.
The Company has exercised the first extension (to July 2030), and we have the option to extend for an additional five-year term. We believe we will be able to obtain additional space, if necessary, on commercially reasonable terms. The current rent is $29,050 payable monthly. 27
We believe we will be able to obtain additional space, if necessary, on commercially reasonable terms. The current rent is $29,050 payable monthly. 27
Added
The lease for this building was entered into on July 23, 2015 for a 10 year period and has provisions for two extensions of 5 years each. The Company has exercised the first extension (to July 2030), and we have the option to extend for an additional five-year term.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
1 edited+0 added−0 removed3 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
1 edited+0 added−0 removed3 unchanged
2024 filing
2025 filing
Biggest changeAt December 31, 2024, there were approximately 330 holders of record of our common stock and 140 holders of record of our public warrants. As of October 2, 2025, there were approximately 301 holders of record of our common stock and 138 holders of record of our public warrants.
Biggest changeAt December 31, 2025, there were approximately 301 holders of record of our common stock and 137 holders of record of our public warrants. As of March 23, 2026, there were approximately 301 holders of record of our common stock and 137 holders of record of our public warrants.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
35 edited+20 added−11 removed56 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
35 edited+20 added−11 removed56 unchanged
2024 filing
2025 filing
Biggest changeNON-GAAP RECONCILIATION OF EBITDA FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 2024 2023 Net (Loss) Income $ (2,479,661 ) $ 1,976,433 Stock-Based Compensation expense 450,000 - Depreciation & Amortization 2,765,713 2,769,284 Amortization of Debt Issuance Costs 9,222 12,451 Interest Expenses 738,010 642,314 Taxes (514,832 ) (719,172 ) Non-Recurring Items Anomalous Executive Transition expenses 379,389 - Nonrecurring professional Fees 174,500 - Technology Start-up Costs 344,496 - Optical Molding Evaluation Expenses 201,908 - Glass Molding Evaluation Expenses 130,196 - Sale of Equipment & Accessories - (10,068 ) Transaction Filing Fees - 344,752 Management Fees & Expenses - 318,334 Adjusted EBITDA $ 2,198,941 $ 5,334,328 In the years ended December 31, 2024 and 2023: ● A succession plan was required for the transition of the CEO at 2024 year-end. ● In both 2023 and 2024, Syntec recorded professional and transaction filing fees, as well as management fees and expenses related to its IPO filing with NASDAQ in November 2024.
Biggest changeNON-GAAP RECONCILIATION OF EBITDA FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 2025 2024 Net Loss $ (1,793,227 ) $ (2,479,661 ) Stock-Based Compensation Expense BOD (1) 300,000 450,000 Depreciation & Amortization 2,613,229 2,765,713 Amortization of Debt Issuance Costs 15,501 9,222 Interest Expenses 756,519 738,010 Taxes 439,942 (514,832 ) Non-Recurring Items Executive Transition (2) 579,161 379,389 Nonrecurring Banking Fees (3) 63,416 Nonrecurring professional Fees (4) 174,500 Technology Start-up Costs (5) 344,496 Optical Molding Evaluation Expenses (6) 201,908 Glass Molding Evaluation Expenses (6) 130,196 One-time Contract exit costs 21,063 Non-recurring property damage 21,261 Adjusted EBITDA $ 3,016,865 $ 2,198,941 In the years ended December 31, 2025 and 2024: (1) Stock-based compensation was issued to independent Board members.
Syntec Optics will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the consummation of OmniLit’s initial public offering, (ii) the last day of the fiscal year in which Syntec Optics has total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which Syntec Optics is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of Syntec Optics’ common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year, or (iv) the date on which Syntec Optics has issued more than $1.0 billion in non- convertible debt securities during the prior three-year period. 37
Syntec Optics will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the consummation of OmniLit’s initial public offering, (ii) the last day of the fiscal year in which Syntec Optics has total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which Syntec Optics is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of Syntec Optics’ common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year, or (iv) the date on which Syntec Optics has issued more than $1.0 billion in non- convertible debt securities during the prior three-year period. 36
We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements. 35 Inventory We periodically review physical inventory for excess, obsolete, and potentially impaired items and reserves. Any such inventory is written down to net realizable value.
We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements. Inventory We periodically review physical inventory for excess, obsolete, and potentially impaired items and reserves. Any such inventory is written down to net realizable value.
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.
To mitigate against potential adverse production events, we opted to increase 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.
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.
Supply We currently rely on strategically selected electronics, highly engineered polymers and aluminum manufacturers primarily 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.
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. Three customers accounted for 48% of revenues for the year ended December 31, 2024.
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. Three customers accounted for 48% of revenues for the year ended December 31, 2025.
Total Other Income (Expense) Other income (expense) consists primarily of interest expense and debt issuance costs. 31 Results of Operations Comparisons for the Years Ended December 31, 2024 and 2023 The following table sets forth our results of operations for the years ended December 31, 2024 and 2023.
Total Other Income (Expense) Other income (expense) consists primarily of interest expense and debt issuance costs. 31 Results of Operations Comparisons for the Years Ended December 31, 2025 and 2024 The following table sets forth our results of operations for the years ended December 31, 2025 and 2024.
The table below presents our adjusted EBITDA, reconciled to net income for the years ended December 31, 2024 and 2023. 33 The table below presents our adjusted EBITDA, reconciled to net income for the periods indicated.
The table below presents our adjusted EBITDA, reconciled to net income for the years ended December 31, 2025 and 2024. 33 The table below presents our adjusted EBITDA, reconciled to net income for the periods indicated.
Syntec Optics focuses on four end markets of defense, medical, consumer, and communications all with several mission-critical applications with strong tailwinds. In 2023 and 2024, Syntec Optics launched low weight night vision optics and hybrid light-weight magnifiers and thermal clips in the defense end market. Syntec Optics also announced biomedical mirrors for sensing in the medical end market.
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. Syntec Optics also announced biomedical mirrors for sensing in the medical end market.
This includes audit and regulation fees. ● Unique technology costs relate to digital imaging, as well as delivery of innovative solutions for distribution of new products to customers that we provided in the year ended December 31,2024. ● Optical and glass molding for special products produced on-demand production for key partners requiring components using ultra-precision glass pressing.
(5) Unique technology costs relate to digital imaging, as well as delivery of innovative solutions for distribution of new products to customers that we provided in the year ended December 31,2024. (6) Optical and glass molding for special products produced on-demand production for key partners requiring components using ultra-precision glass pressing.
This change was primarily due to a decrease in sales of $1.0 million, an increase in cost of goods sold of $1.2 million, an increase in general and administrative expenses of $1.9 million, an increase in other income (expense) of $0.1 million, and a decrease in provision for income taxes of $0.2 million.
This change was primarily due to a decrease in sales of $0.4 million, an decrease in cost of goods sold of $1.2 million, a decrease in general and administrative expenses of $1.2 million, an increase in other expenses of $0.4 million, and a decrease in benefit from provision for income taxes of $1.0 million.
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.
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.
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.
Our close working relationships with our Unites States based suppliers, is reflected in our ability to) increase our purchase order volumes (qualifying us for related volume-based discounts), and ordering and receiving delivery of raw materials in anticipation of required demand, which has helped us moderate supply-related costs associated with inflation and to avoid potential shipment delays.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures.
Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency and decision usefulness of income tax disclosures.
Investing Activities Net cash used in investing activities was $0.9 million for the year ended December 31, 2024, as compared to $1.9 million for the year ended December 31, 2023.
Investing Activities Net cash used in investing activities was $0.6 million for the year ended December 31, 2025, as compared to $0.9 million for the year ended December 31, 2024.
As of December 31, 2024, our reserve was approximately $0.5 million compared to $0.3 million as of December 31, 2023. 36 Income Taxes We account for income taxes using the asset and liability method.
As of December 31, 2025, our reserve was approximately $0.6 million compared to $0.5 million as of December 31, 2024. 35 Income Taxes We account for income taxes using the asset and liability method.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 2024 2023 Net Cash (Used In) Provided By Operating Activities $ (942,830 ) $ 2,792,222 Net Cash Used in Investing Activities (930,866 ) (1,921,181 ) Net Cash Provided By Financing Activities 314,238 761,023 Net (Decrease) Increase in Cash (1,559,458 ) 1,632,064 Cash - Beginning 2,158,245 526,182 Cash - Ending $ 598,787 $ 2,158,245 Supplemental Cash Flow Disclosures: Cash Paid for Interest $ 738,010 $ 652,778 Cash Paid for Taxes $ 568,143 $ 283,561 Supplemental Disclosures of Non-Cash Investing Activities: Assets Acquired and Included in Accounts Payable and Accrued Expenses $ 198,584 $ 642,547 Issuance of finance lease for acquisition of equipment $ 2,160,070 $ - De-recognition of PPE and Intangible Asset transaction $ 560,000 $ - Operating Activities Net cash used in operating activities was ($0.9) million for the year ended December 31, 2024, as compared to net cash provided by operating activities of $2.8 million for the year ended December 31, 2023.
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 2025 2024 Net Cash Provided By (Used In) Operating Activities $ 672,635 $ (942,830 ) Net Cash Used in Investing Activities (644,292 ) (930,866 ) Net Cash (Used In) Provided By Financing Activities (268,263 ) 314,238 Net Decrease in Cash (239,920 ) (1,559,458 ) Cash - Beginning 598,787 2,158,245 Cash - Ending $ 358,867 $ 598,787 Supplemental Cash Flow Disclosures: Cash Paid for Interest $ 756,519 $ 738,010 Cash Paid for Taxes $ - $ 568,143 Supplemental Disclosures of Non-Cash Investing Activities: Assets Acquired and Included in Accounts Payable and Accrued Expenses $ 527,219 $ 198,584 Issuance of finance lease for acquisition of equipment $ - $ 2,160,070 De-recognition of PPE and Intangible Asset transaction $ - $ 560,000 Operating Activities Net cash provided by operating activities was $0.7 million for the year ended December 31, 2025, as compared to net used in operating activities of $0.9 million for the year ended December 31, 2024.
Net cash provided by financing activities was $0.8 million for the year ended December 31, 2023.
Financing Activities Net cash used in financing activities was $0.3 million for the year ended December 31, 2025. Net cash provided by financing activities was $0.3 million for the year ended December 31, 2024.
The primary drivers for the year-over-year change include a decrease in net income of $(4.5) million and additional funds provided of $0.8 million in balance sheet accounts including: accounts payable and accrued expense changes of $(2.3) million, changes in prepaid expenses of $(0.6) million, and changes in federal tax payable of $(0.5) million partially offset by changes in accounts receivable of $2.0 million, changes in inventory of $1.0 million, changes in deferred income taxes of $0.7 million and other operating asset and liability changes of $0.5 million including reduced grant revenue, reserves and allowances.
The primary drivers for the year-over-year change include an improvement in net loss of $0.7 million and additional funds provided of $0.9 million in balance sheet accounts including: accounts payable, accrued expense, and changes in prepaid expenses of $0.8 million, changes in federal tax payable of $0.6 million, changes in deferred income tax of $1.0 million, changes in inventory of $0.3 million, and changes from prior year gain on asset disposal of $0.3 million, partially offset by changes in accounts receivable of $(1.7) million, and other smaller changes of $(0.4) million.
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. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.
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.
The primary drivers for the year-over-year change include a decrease in borrowings of debt obligations of $0.6 million, an increase in repayment of finance lease obligations of $0.1 million, an increase in net repayments on Line of credit of $0.4 million, a decrease in funds from OLIT Trust of $1.9 million, and a decrease in repayments on debt obligations of $2.5 million.
The primary drivers for the year-over-year change include an increase in borrowings of debt obligations of $0.2 million, an increase in net borrowings on Line of credit of $0.8 million, offset by an increase in repayments on debt obligations of $1.3 million, an increase in repayment of finance lease obligations of $0.2 million.
Rounding out new product launches, in the communication end market, Syntec Optics launched microlens arrays and low earth satellite optics. The Business Combination On November 7, 2023, or the Closing Date, we consummated the Business Combination.
Rounding out new product launches, in the communication end market, Syntec Optics launched microlens arrays and low earth satellite optics.
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 2024 % of Net Sales 2023 % of Net Sales Net Sales $ 28,449,941 100 % $ 29,441,180 100 % Cost of Goods Sold 22,747,615 80 % 21,520,189 73 % Gross Profit 5,702,326 20 % 7,920,991 27 % General and Administrative Expenses 8,278,720 29 % 6,379,879 22 % (Loss) Income from Operations (2,576,394 ) -9 % 1,541,112 5 % Other Income (Expense) Other Income 346,835 1 % 370,914 1 % Interest Expense, Including Amortization of Debt Issuance Costs (764,934 ) -3 % (654,765 ) -2 % Total Other (Expense) (418,099 ) -1 % (283,851 ) -1 % (Loss) Income Before (Benefit From) Provision for Income Taxes (2,994,493 ) -11 % 1,257,261 4 % (Benefit From) Provision for Income Taxes (514,832 ) -2 % (719,172 ) -2 % Net (Loss) Income $ (2,479,661 ) -9 % $ 1,976,433 6 % Net Sales Net sales decreased by $1 million, or 3.4% to $28.4 million for the year ended December 31, 2024, as compared to $29.4 million for the year ended December 31, 2023.
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 2025 % of Net Sales 2024 % of Net Sales Net Sales $ 28,083,985 100 % $ 28,449,941 100 % Cost of Goods Sold 21,554,285 77 % 22,747,615 80 % Gross Profit 6,529,700 23 % 5,702,326 20 % General and Administrative Expenses 7,047,300 25 % 8,278,720 29 % Loss from Operations (517,600 ) -2 % (2,576,394 ) -9 % Other (Expense) Income Other (Expense) Income (39,875 ) 0 % 346,835 1 % Interest Expense, Including Amortization of Debt Issuance Costs (795,810 ) -3 % (764,934 ) -3 % Total Other Expense (835,685 ) -3 % (418,099 ) -1 % Loss Before Benefit From Provision for Income Taxes (1,353,285 ) -5 % (2,994,493 ) -11 % Provision for (Benefit From) Income Taxes 439,942 2 % (514,832 ) -2 % Net Loss $ (1,793,227 ) -6 % $ (2,479,661 ) -10 % Net Sales Net sales decreased by $0.4 million, or 1.3% to $28.1 million for the year ended December 31, 2025, as compared to $28.5 million for the year ended December 31, 2024.
This ASU will be effective for the annual period ending December 31, 2025 . ASU 2023-09 will be applied prospectively with the option for retrospective application for all prior periods presented. The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial position, results of operations or financial statement disclosures.
ASU 2024-03 may be applied prospectively with the option for retrospective application for all prior periods presented. The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial position, results of operations or financial statement disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326).
Decreases in Consumer industry ($0.6 million), Defense industry ($1.0 million), and Medical industry ($0.4 million) were partially offset by a $1.0 million increase in the communications industry.
Increases in Consumer industry $1.1 million, Defense industry $0.3 million, and Medical industry $1.1 million were offset by a $2.9 million decrease in the communications industry.
Income Tax Expense (Benefit from) Income tax expense (benefit) decreased by $0.2 million, or 28%, to ($0.5) million for the year ended December 31, 2024, as compared to ($0.7) million for the year ended December 31, 2023, primarily due to reduced taxable income.
Income Tax Expense (Benefit from) Income tax benefit decreased by $1.0 million, to a provision of $0.4 million for the year ended December 31, 2025, as compared to a benefit of $0.5 million for the year ended December 31, 2024, primarily due to reduction of valuation.
Under this method of accounting, OmniLit was treated as the acquired company for financial statement reporting purposes. 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.
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.
This decrease was primarily due to an increase in cost of goods sold as a percentage of revenue. General and Administrative Expenses General and administrative expenses increased by $1.9 million, or 30%, to $8.3 million for the year ended December 31, 2024, as compared to $6.4 million for the year ended December 31, 2023.
Gross Profit Gross profit increased by $0.8 million, or 15%, to $6.5 million for the year ended December 31, 2025, as compared to $5.7 million for the year ended December 31, 2024. This increase was primarily due to a decrease in cost of goods sold, partially offset by a $0.4 million decrease in sales.
Cost of Goods Sold Cost of goods sold increased by $1.2 million, or 6%, to $22. 7 million for the year ended December 31, 2024, as compared to $21.5 million for the year ended December 31, 2023. This increase was primarily due to payroll costs (up $1.0 million) and material/ subcontractor expenses (up $0.2 million).
Cost of Goods Sold Cost of goods sold decreased by $1.2 million, or 5%, to $21.5 million for the year ended December 31, 2025, as compared to $22.7 million for the year ended December 31, 2024.
Net Income (Loss) Net income decreased by $4.5 million to ($2.5) million for the year ended December 31, 2024, as compared to $2.0 million for the year ended December 31, 2023.
Refer to Note 9, Income Taxes, for a detailed calculation and explanation for the reduction. Net Loss Net Loss decreased by $0.7 million to $1.8 million for the year ended December 31, 2025, as compared to $2.5 million for the year ended December 31, 2024.
The net cash used in investing activities decreased primarily due to an decrease in capital expenditures of $0.7 million and an increase in proceeds from sale of equipment of $0.3 million. Financing Activities Net cash provided by financing activities was $0.3 million for the year ended December 31, 2024.
The net cash used in investing activities decreased primarily due to a decrease in capital expenditures of $0.6 million in 2025 compared to 2024, and proceeds from sale of equipment of $0.3 million 2024, with no such sale of equipment talking place in 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.
ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.
This increase was primarily due to increases in salaries and wages (up $1.0 million), stock-based compensation to non-employee directors (up $0.5 million), insurance costs (up $0.3 million), research and development expenses (up $0.1 million), and building maintenance (up $0.1 million). 32 Total Other Income Other income (expense) decreased by $0.1 million, or 12% to ($0.4) million for the year ended December 31, 2024, as compared to other income of ($0.3) million for the year ended December 31, 2023.
This decrease was primarily due to decreases in wages and commissions ($0.6 million), decreases in R&D ($0.4 million), decrease in business insurance ($0.2 million), and other cumulative changes of ($0.1 million). 32 Total Other Expenses Other expenses increased by $0.4 million, to $0.8 million for the year ended December 31, 2025, as compared to other expense of $0.4 million for the year ended December 31, 2024.
ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. ASU 2024-03 may be applied prospectively with the option for retrospective application for all prior periods presented.
ASU 2025-11 is effective for public business entities for interim periods within fiscal years beginning after December 15, 2027, and for all other entities after December 15, 2028, with early adoption permitted. The amendments in this update are to be applied prospectively. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and disclosures.
The gain from sale of machinery and equipment was $0.3 million, offset by higher interest expense of $0.1 million and elevated rates for the debt facilities.
There was a gain from the sale of machinery and equipment in 2024 of $0.3 million, which did not exist in 2025.
Removed
Pursuant to the Business Combination Agreement, Merger Sub merged with and into Legacy Syntec, with Legacy Syntec surviving the merger and becoming a wholly-owned direct subsidiary of OmniLit. Thereafter, Merger Sub ceased to exist and OmniLit was renamed Syntec Optics Holdings, Inc.
Added
This decrease was primarily due to r eduction in use of subcontractors ($0.8 million), reduction in repairs and maintenance ($0.1 million), materials decrease ($0.5 million) partially offset by increases in utilities ($0.2 million).
Removed
Legacy Syntec is deemed the accounting acquirer, which means that Legacy Syntec’s financial statements for previous periods will be disclosed in our future periodic reports filed with the SEC. Following the Business Combination, our business is the business of Legacy Syntec. The Business Combination was accounted for as a reverse recapitalization.
Added
General and Administrative Expenses General and administrative expenses decreased by approximately $1.3 million, or 15%, to $7.0 million for the year ended December 31, 2025, as compared to $8.3 million for the year ended December 31, 2024.
Removed
The increases in labor were driven by additions to metrology staffing as well as direct labor for increased parts production. Gross Profit Gross profit decreased by $2.2 million, or 28%, to $5.7 million for the year ended December 31, 2024, as compared to $7.9 million for the year ended December 31, 2023.
Added
(2) A succession plan was required for the transition of the CEO at 2024 year-end. (3) Prepayment fees related to early payment of loans. (4) In 2024, Syntec recorded professional and transaction filing fees, as well as management fees and expenses related to its IPO filing with NASDAQ in November 2023. This includes audit and regulation fees.
Removed
Liquidity and Capital Resources Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations and other commitments. We assess liquidity in terms of our cash flows from operations and their sufficiency to fund our operating and investing activities.
Added
Liquidity and Capital Resources Overview The Company’s primary sources of liquidity are cash generated from operations and borrowings under its revolving credit facility with M&T Bank. The Company uses cash to fund working capital requirements, capital expenditures, and debt service obligations.
Removed
As of December 31, 2024, our principal sources of liquidity were cash totaling $0.6 million and a line of credit with $3.8 million available. Significant factors affecting the management of our ongoing cash requirements are the adequacy of available bank lines of credit and our ability to attract long-term capital with satisfactory terms.
Added
As of December 31, 2025, the Company had $6,763,863 outstanding under its $7.5 million revolving credit facility, providing approximately $736,000 of remaining availability, subject to borrowing base and covenant compliance requirements. The revolving credit facility matures in November 2026.
Removed
The sources of our liquidity are subject to all of the risks of our business and could be adversely affected by, among other factors, risks associated with events outside of our control, such as economic consequences of global pandemics and geopolitical conflicts, monetary policy changes in the U.S. and other countries and their impact on the global financial markets, supply chain disruptions and electronics and other material shortages, a decrease in demand for our products, our ability to integrate current and future acquisitions, deterioration in certain financial ratios, availability of borrowings under our revolving credit facility, and other market changes in general.
Added
Covenant Compliance and Amendments During 2024 and 2025, the Company experienced periods of non-compliance with certain financial covenants under its Credit Agreement. The Company worked constructively with its lender and obtained amendments and waivers, including a written waiver dated November 12, 2025 related to covenant defaults as of September 30, 2025.
Removed
See “Risks Relating to Syntec Optics’ Financial Position and Capital Requirements” included in Item 1A. 34 Cash Flow — Year ended December 31, 2024 and 2023 SYNTEC OPTICS HOLDINGS, INC.
Added
In connection with the November 2025 waiver, the Company: ● Repaid approximately $1.37 million of term and equipment debt; ● Reduced the revolving commitment from $8.0 million to $7.5 million; and ● Executed subordination agreements with respect to shareholder indebtedness. Effective December 31, 2025, the Company entered into a Second Amendment to its Credit Agreement reflecting the reduced commitment.
Removed
ASU 2023-07 clarifies or improves financial reporting by requiring disclosure of incremental segment information.
Added
The amendment did not modify the maturity date or covenant thresholds applicable for 2026. As of December 31, 2025, and through the date of this filing, the Company was in compliance with all financial covenants under its Credit Agreement. Management expects to remain in compliance with the terms of the Credit Agreement for the foreseeable future.
Removed
The amendments require disclosure, on an annual and interim basis for all public entities, of significant segment expenses included in segment profit or loss, an amount and description of “other segment items” included in segment profit or loss, and an explanation of how reported segment profit or loss is assessed and allocated.
Added
Shareholder Financing To facilitate repayment of term and equipment debt, the Company entered into a subordinated term note with its majority stockholder in the principal amount of $1,268,732.49. The note matures on October 31, 2028 and is subordinated to the Company’s obligations under its Credit Agreement.
Removed
The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023 , and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. See note 18 for more details.
Added
The subordination agreement restricts prepayments and limits interest payments without lender consent, thereby preserving liquidity within the Company.
Removed
The Company is currently evaluating the impact of adopting this guidance on the Company’s current financial position, results of operations or financial statement disclosures.
Added
Capital Requirements The Company expects that cash generated from operations together with availability under its revolving credit facility will be sufficient to fund operations, working capital needs, and contractual obligations for at least the next twelve months. 34 Cash Flow — Year ended December 31, 2025 and 2024 SYNTEC OPTICS HOLDINGS, INC.
Added
This ASU is effective for the annual period ended December 31, 2025 and should be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted.
Added
On January 1, 2025, the Company adopted the provisions of ASU 2023-09 on a prospective basis, and the required disclosures have been included in this Annual Report on Form 10-K for the year ended December 31, 2025.
Added
The adoption of ASU 2023-09 did not have a material impact on the Company’s financial statements included in this Annual Report on Form 10-K but did result in additional disclosures in the income tax footnote. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”).
Added
The amendments in this ASU provide that in developing reasonable and supportable forecasts as part of estimating expected credit losses, 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.
Added
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 is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements.
Added
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the scope of interim reporting and improves the structure of required interim disclosures.
Added
The ASU specifies the form and content of interim financial statements, provides a comprehensive list of required interim disclosures, and introduces a disclosure principle requiring entities to describe material events occurring after the most recent annual reporting period. The ASU does not change the fundamental nature or extent of current interim reporting requirements.
Added
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The ASU addresses thirty-three items, representing the changes to the Codification that (1) clarify, (2) correct errors, or (3) make minor improvements. Generally, the amendments in this Update are not intended to result in significant changes for most entities.
Added
The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2026. The adoption method of this ASU may vary, on an issue-by-issue basis. Early adoption is permitted. We are currently evaluating the provisions of this ASU and do not expect this ASU to have a material impact on our consolidated financial statements .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
2 edited+0 added−0 removed2 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
2 edited+0 added−0 removed2 unchanged
2024 filing
2025 filing
Biggest changeWe had approximately $6.5 million of outstanding variable rate debt as of December 31, 2024. A 100 basis point increase in interest rates at December 31, 2024 would increase our annual pre-tax interest expense by approximately $0.065 million. Item 8.
Biggest changeWe had approximately $6.8 million of outstanding variable rate debt as of December 31, 2025. A 100 basis point increase in interest rates at December 31, 2025 would increase our annual pre-tax interest expense by approximately $0 .068 million. Item 8.
Financial Statements and Supplementary Data Our consolidated audited financial statements as of and for the years ended December 31, 2024 and 2023, together with the report of the independent registered public accounting firm thereon and the notes thereto, are presented beginning at page F-2. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
Financial Statements and Supplementary Data Our consolidated audited financial statements as of and for the years ended December 31, 2025 and 2024, together with the report of the independent registered public accounting firm thereon and the notes thereto, are presented beginning at page F-2. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.