OPTXW Syntec Optics Holdings Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 10, 2024 (June 10, 2024)

 

SYNTEC OPTICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41034		87-0816957
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

515 Lee Rd.

Rochester, NY 14606

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code:

(585) 768-2513

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 10, 2024, Syntec Optics Holdings, Inc., a Delaware corporation (the “Company”) announced the change in executive level appointment to support growth plan, ramping new products and capabilities using data-driven financial leadership.

 

The Company named Dean Rudy Chief Financial Officer (“CFO”), effective June 10, 2024. Dean Rudy will succeed Robert (Casey) Nelson as Chief Financial Officer after the foundation for the Company was established.

 

Dean Rudy brings a unique combination of financial and operational leadership skills and experience that has been cultivated in small, medium, and fortune 100 sized businesses with the common thread of partnering with the management team and achieving profitable company growth. Dean started his career with 17 years at Xerox Corporation (Nasdaq : XRX) where he held many roles within their manufacturing organization as well as having served as the worldwide controller for their Small Office / Home Office division and the general manager of their Personal Copier Unit. More recently Dean has led the finance and accounting at medium sized businesses across a broad array of industries including printing and publishing, metal recycling, and retail. He last assignment was as CFO for Auction Direct USA, a multi-state used car superstore company.

 

Mr. Rudy’s experience includes enabling the division at Xerox to grow from under $50M to $500M and improving the management of accounting, reporting, and strategy during rapid growth. At other manufacturing organizations after Xerox, he implemented enterprise systems, seamlessly combining all material flows, purchases, sales, and accounting while enabling reporting capabilities to drive pricing and competitive strategies. He drove streamlining systems for customer processes, KPIs, forecasting, IT infrastructure, and new product expansions.

 

Dean has an MBA in finance and accounting from the Olin Business School at Washington University in St. Louis and a BA in economics from St. Olaf College in Northfield, MN.

 

Departure of Mr. Nelson

 

On June 7, 2024, the Company entered into a separation and release agreement (the “Separation Agreement”) with Mr. Nelson offered to aid the employment transition. Pursuant to the Separation Agreement, Mr. Nelson’s employment termination date is June 10, 2024 (the “Separation Date”) resigning from all positions including position as a non-employee Director on the Board of Directors, in lieu of an involuntary termination without cause. The preceding sentence is not contingent or conditioned on the occurrence of any other events and is effective regardless of whether the Separation Agreement becomes effective in accordance with its terms. Pursuant to the Separation Agreement, Mr. Nelson will receive his weekly salary for four weeks after termination date. The Separation Agreement includes a general release of claims by Mr. Nelson and certain restrictive covenants in favor of the Company, including non-competition and non-solicitation covenants following his termination date.

 

Item 7.01. Regulation FD Disclosure.

 

On June 10, 2024, the Company issued a press release announcing the appointment of Mr. Rudy as its Chief Financial Officer to succeed Mr. Nelson. A copy of the press release is attached as Exhibit 99.1 hereto and is hereby incorporated by reference in its entirety.

 

The information set forth in Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit
Number		Description
99.1		Press Release Dated June 10, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SYNTEC OPTICS HOLDINGS, INC.
	By:	/s/ Al Kapoor
Date: June 10, 2024	Name:	Al Kapoor
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

Syntec Optics (NASDAQ: OPTX) Announces Dean Rudy as New Chief Financial Officer

 

June 10, 2024 16:10 ET | Source: Syntec Optics

 

ROCHESTER, NEW YORK, June 10, 2024 — Syntec Optics (“Syntec” or the “Company”) (Nasdaq: OPTX) named Dean Rudy Chief Financial Officer, effective June 10, 2024. Mr. Rudy succeeds Mr. Robert (Casey) Nelson.

 

Dean Rudy brings over 30 years of experience with a unique combination of financial and operational leadership skills cultivated in small, medium, and fortune-100-sized businesses with the common thread of partnering with the management team and achieving profitable company growth. Dean started his career and worked for 17 years at Xerox Corporation, where he held many roles within their manufacturing organization. He also served as the worldwide controller for their Small Office / Home Office division and the general manager of their Personal Copier Unit. More recently, Dean has led the finance and accounting at medium-sized businesses across a broad array of industries, including printing and publishing, metal recycling, and retail. His last assignment was CFO for Auction Direct USA, a multi-state used car superstore company.

 

Mr. Rudy’s experience includes enabling the division at Xerox to grow from under $50M to $500M and improving the management of accounting, reporting, and strategy during rapid growth. At other manufacturing organizations after Xerox, he implemented enterprise systems, seamlessly combining all material flows, purchases, sales, and accounting while enabling reporting capabilities to drive pricing and competitive strategies. He drove streamlining systems for customer processes, KPIs, forecasting, IT infrastructure, and new product expansions.

 

Dean has an MBA in finance and accounting from the Olin Business School at Washington University in St. Louis and a BA in economics from St. Olaf College in Northfield, MN.

 

Syntec Optics Chief Executive Officer Al Kapoor stated: “I am excited to partner with Dean Rudy, who will provide exceptional financial and operating leadership to support Syntec’s continued growth.”

 

 

About Syntec Optics

 

Syntec Optics Holdings, Inc. (Nasdaq: OPTX), headquartered in Rochester, NY, is one of the largest mission-critical custom optics and photonics manufacturers in the United States for technical and scientific instruments and aerospace and defense OEMs. Operating for over two decades, Syntec Optics runs a state-of-the-art facility with extensive core capabilities of various optics manufacturing processes, both horizontally and vertically integrated, to provide a competitive advantage. Syntec Optics recently launched new products, including Low Earth Orbit (LEO) satellite optics, lightweight night vision goggle optics, biomedical equipment optics, and precision microlens arrays. To learn more, visit www.syntecoptics.com.

 

Forward-Looking Statements

 

This press release contains certain “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, including certain financial forecasts and projections. All statements other than statements of historical fact contained in this press release, including statements as to the transactions contemplated by the business combination and related agreements, future results of operations and financial position, revenue and other metrics, planned products and services, business strategy and plans, objectives of management for future operations of Syntec Optics, market size, and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “plan,” “targets,” “projects,” “could,” “would,” “continue,” “forecast” or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors (some of which are beyond the control of Syntec Optics), which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by Syntec Optics and its management, as the case may be, are inherently uncertain and many factors may cause the actual results to differ materially from current expectations which include, but are not limited to: 1) risk outlined in any prior SEC filings; 2) ability of Syntec Optics to successfully increase market penetration into its target markets; 3) the addressable markets that Syntec Optics intends to target do not grow as expected; 4) the loss of any key executives; 5) the loss of any relationships with key suppliers including suppliers abroad; 6) the loss of any relationships with key customers; 7) the inability to protect Syntec Optics’ patents and other intellectual property; 8) the failure to successfully execute manufacturing of announced products in a timely manner or at all, or to scale to mass production; 9) costs related to any further business combination; 10) changes in applicable laws or regulations; 11) the possibility that Syntec Optics may be adversely affected by other economic, business and/or competitive factors; 12) Syntec Optics’ estimates of its growth and projected financial results for the future and meeting or satisfying the underlying assumptions with respect thereto; 13) the impact of any pandemic, including any mutations or variants thereof and the Russian/Ukrainian or Israeli conflict, and any resulting effect on business and financial conditions; 14) inability to complete any investments or borrowings in connection with any further business combination; 15) the potential for events or circumstances that result in Syntec Optics’ failure to timely achieve the anticipated benefits of Syntec Optics’ customer arrangements; and 16) other risks and uncertainties set forth in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in prior SEC filings including registration statement on Form S-4 filed with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Syntec Optics does not give any assurance that Syntec Optics will achieve its expected results. Syntec Optics does not undertake any duty to update these forward-looking statements except as otherwise required by law.

 

For further information, please contact:

 

Investor Relations

 

InvestorRelations@syntecoptics.com

 

SOURCE: Syntec Optics Holdings, Inc. (Nasdaq: OPTX)

 

 

v3.24.1.1.u2

Cover	Jun. 10, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 10, 2024
Entity File Number	001-41034
Entity Registrant Name	SYNTEC OPTICS HOLDINGS, INC.
Entity Central Index Key	0001866816
Entity Tax Identification Number	87-0816957
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	515 Lee Rd.
Entity Address, City or Town	Rochester
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14606
City Area Code	(585)
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment
Local Phone Number	768-2513
Title of 12(b) Security	Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment
Trading Symbol	OPTXW
Security Exchange Name	NASDAQ
Common stock, par value $0.0001 per share
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	OPTX

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