Syntec Optics dismissed its auditor on the same day it appointed the next one, and the five material weaknesses named in the filing are the five it disclosed in March

Read the exception clause and not the sentence it hangs off.

Syntec Optics Holdings told the Securities and Exchange Commission on Tuesday afternoon that there were no reportable events during the relevant period, within the meaning of Item 304(a)(1)(v) of Regulation S-K, "except for the following material weaknesses in the Company's internal control over financial reporting". Five follow.

They are the lack of documented formal control processes, including review of journal entries and segregation of duties. The lack of timely reconciliation controls over accounts payable, accrued legal expenses and the provision for income taxes. The lack of controls for identifying and disclosing related-party transactions. The lack of controls over the evaluation of non-routine transactions, including financial instruments. And the lack of information technology general controls covering user access and program change management, together with no controls around the review of SOC-1 reports and none related to cyber security.

The change itself

On 19 August the audit committee approved the dismissal of CBIZ CPAs P.C. as independent registered public accounting firm, effective the same day. On 19 August the audit committee approved the appointment of WithumSmith+Brown, PC. One day, two decisions, and no gap between them.

Withum starts with the review of the unaudited interim figures for the quarter ending 30 September, and its engagement runs through the audit of the year ending 31 December 2026.

The filing arrived on the deadline. A change of certifying accountant is due within four business days of the event. The event is dated Wednesday 19 August, which counting Thursday, Friday, Monday and Tuesday puts the filing date at 25 August. The submission was accepted at 4.30 that afternoon.

What the filing rules out

CBIZ's audit report on the financial statements for the year ended 31 December 2025 carried no adverse opinion and no disclaimer, and was not qualified or modified as to uncertainty, audit scope or accounting principles. There were no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The company says it did not consult Withum beforehand on the application of accounting principles or on the type of opinion that might be rendered.

CBIZ has written to the Commission, in a letter dated 25 August and filed as an exhibit, saying it has read the Item 4.01 disclosure and agrees with the statements concerning the firm.

The five are not new

None of this is a fresh discovery, and establishing that took a second document.

The annual report Syntec filed on 31 March, for the year ended 31 December 2025, carries the same five items in the same order in its controls section, where the chief executive and chief financial officer concluded that disclosure controls and procedures were not effective. That report also sets out eight remediation initiatives aligned to the COSO framework, from internal control flowcharts and a formal journal entry checklist to hiring more experienced accounting staff and engaging outside help with reporting, and states that not all of them had been fully implemented.

The same section explains why a clean audit opinion and five material weaknesses sit together without contradiction. An audit report covers the financial statements. Nobody has yet opined on the controls. Syntec writes there that its auditors will not be required to formally opine on the effectiveness of internal control over financial reporting under Section 404 until the company is no longer an emerging growth company, and the emerging growth company box is ticked on Tuesday's cover page.