This is a routine administrative filing with no material financial changes. Monitor the next quarterly filing for any signs of financial deterioration given the company's small market cap ($47M) and the CEO's 82.8% control. The related-party note structure and increasing audit fees warrant attention but are not actionable on their own.
Price Chart
Executive Summary
Syntec Optics filed Amendment No. 1 to its 2025 Form 10-K solely to add Part III information (directors, executive compensation, security ownership, related transactions, and auditor fees) that was omitted from the original filing because the proxy statement was not filed within 120 days. The amendment also restates Section 302 certifications to include internal control over financial reporting language and adds certain exhibits. No financial statements were restated, and no material changes were made to the original report.
Key Facts
- Amendment adds Part III items (10-14) that were incorporated by reference in the original 10-K but never filed via proxy statement within 120 days
- CEO Al Kapoor beneficially owns 82.80% of outstanding common stock (30,631,090 of 36,994,164 shares)
- All directors and officers as a group own 83.84% of outstanding shares
- Auditor is CBIZ CPAs P.C. (Houston, TX); audit fees were $676,345 in 2025 vs $471,045 in 2024
- No financial statements were restated; no error corrections or restatements requiring recovery analysis
- Company entered into a $1,268,732.49 subordinated term note with majority stockholder on Nov 12, 2025, bearing 6.953% interest, maturing Oct 31, 2028
- 14,107,989 redeemable public warrants outstanding as of Dec 31, 2025, exercisable at $11.50 per share
- No outstanding equity awards held by named executive officers as of Dec 31, 2025
Financial Impact
No financial impact — this is a purely administrative amendment adding governance disclosures. Audit fees increased from $471,045 (2024) to $676,345 (2025). A $1.27M related-party note was issued to the majority stockholder.
Risk Factors
- Extreme insider concentration (83.84% held by officers/directors) limits minority shareholder influence
- Related-party debt ($1.27M note from majority stockholder) creates potential conflicts of interest
- Audit fees increased 43.6% YoY ($471K to $676K), which could indicate increased audit complexity or control issues
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 10 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (Primary) | 0001493152-26-020749 |
| Exhibit: ex19-1.htm | 0001493152-26-020749 |
| Exhibit: ex4-1.htm | 0001493152-26-020749 |
| Exhibit: ex31-2.htm | 0001493152-26-020749 |
| Exhibit: ex31-1.htm | 0001493152-26-020749 |
| Exhibit: ex32-2.htm | 0001493152-26-020749 |
| Exhibit: ex32-1.htm | 0001493152-26-020749 |
| Document: 0001493152-26-020749-index-headers.html | 0001493152-26-020749 |
| Document: 0001493152-26-020749-index.html | 0001493152-26-020749 |
| Document: 0001493152-26-020749.txt | 0001493152-26-020749 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Apr 30, 2026 25w ago | 10-K/A | $1.17 $1.17 | · 0.00% | ▼ −5.27% | — |
Apr 27, 2026 26w ago | S-1 | $1.17 $1.71 | ▲ +46.15% | ▲ +41.20% | — |
US Market Status
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