Business Context and Reporting Period
This Form 8-K is filed by Syntec Optics Holdings, Inc. (OPTX), a Delaware corporation, on October 10, 2025. The report discloses a change in the company's independent registered public accounting firm. The company is classified as an emerging growth company.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and audit firm transitions rather than financial performance data.
Material Changes
- Resignation of Auditor: Marcum LLP resigned as the independent registered public accounting firm effective October 10, 2025. This resignation follows the acquisition of Marcum's attest business by CBIZ CPAs P.C. on November 1, 2024.
- Appointment of New Auditor: The Audit Committee and Board of Directors approved the engagement of CBIZ CPAs P.C. as the new independent registered public accounting firm on October 10, 2025.
- Audit History: Marcum's reports for the fiscal years ended December 31, 2024, and December 31, 2023, did not contain adverse opinions, disclaimers, or qualifications regarding audit scope or accounting principles.
Outlook, Risks, and Contingencies
The filing details significant material weaknesses in internal controls over financial reporting identified in the company's 2024 Annual Report (Form 10-K). These weaknesses, which were not resolved during the interim period through October 10, 2025, include:
- Lack of documentation for formal internal control processes and insufficient review of journal entries.
- Inadequate segregation of duties due to a lack of necessary corporate accounting resources.
- Deficiencies in timely reconciliation controls for revenue classification, accounts payable, accrued legal expenses, income taxes, and inventory.
- Lack of controls regarding the cut-off of costs of goods sold and general/administrative expenses.
- Insufficient controls for identifying related party transactions and valuing complex financial instruments (contingent earnouts).
- Inadequate IT general controls, including user access, program change management, and cybersecurity.
- Lack of controls for evaluating finance leases (ASC 842) and stock-based compensation agreements.
There were no disagreements between the company and Marcum regarding accounting principles, practices, or audit scope during the relevant periods.
Investor Verification Checklist
- Verify the transition timeline and scope of work between Marcum LLP and CBIZ CPAs P.C.
- Review the company's remediation plan for the extensive material weaknesses in internal controls listed in the 2024 Form 10-K.
- Confirm the status of the "Letter from Marcum LLP" (Exhibit 16.1) regarding their concurrence with the resignation statements.
- Monitor future filings for any new disagreements or reportable events involving the new auditor, CBIZ CPAs P.C.